EX-4.91 14 d8206367_ex4-91.htm
Exhibit 4.91
MEMORANDUM OF AGREEMENT: “CHAMPIONSHIP”, IMO NO . 9403516.
This Memorandum of Agreement (‘Agreement’) is made this day of 5 November 2018 (‘Effective Date’) between:
1.
Champion Ocean Navigation Co. Limited, a company duly incorporated and validly existing under the laws of Malta and having its registered address at 147/1, St. Lucia Street, Valletta, VLT 1185, Malta (hereinafter called ‘Seller’);
2.
Seanergy Maritime Holdings Corp., a corporation duly incorporated and validly existing under the laws of the Republic of the Marshall Islands and having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Republic of the Marshall Islands (hereinafter called ‘Guarantor’); and
3.
Cargill International SA, a company incorporated under the laws of Switzerland and having its registered office at 14 chemin de-Normandie, 1206 Geneva, Switzerland (hereinafter called ‘Buyer’),
(the Seller, the Guarantor and the Buyer each a ‘Party’ and together the ‘Parties’).
WHEREAS
The Seller has agreed to sell, free from all charters, stowaways, encumbrances, mortgages, taxes, maritime liens and any other debts or claims whatsoever, and the Buyer has agreed to buy, upon and subject to the terms and conditions of this Agreement, the Vessel (as defined below).
DEFINITIONS
In this Agreement (including the recitals) the definitions set out above and the following definitions shall apply:
Agreement to Acquire and Charter’ means an agreement entered into or, as the case may be, to be entered into, between, inter alios, the Buyer and the Financier, in a form and on terms acceptable to the Buyer and the Financier, pursuant to which, inter alia, the Financier shall agree to take delivery of the Vessel from the Buyer, or, as the case may be, the Seller, at the Time of Delivery and to bareboat charter the Vessel to the Buyer (as charterer) on substantially the terms and conditions of the Head-Bareboat Charter.
Approved Scrubber’ means the exhaust emission abatement system to be installed on the Vessel and as such system is more particularly described in the Scrubber Supply Contract.
Banking Days’ means days on which banks are open for business in London, Athens, Geneva and New York.
Buyer’s Bank’ means JPMorgan Chase Bank, N.A. or such other bank or financial institution as may be nominated by the Buyer and approved in writing by the Seller (the Seller’s approval not to be unreasonably withheld).


Buyer’s Counsel’s Estimated Fees’ means such amount as the Buyer certifies (and which certification shall be binding on the Seller, absent any manifest error) at the Time of Delivery is the estimated total of the Buyer’s counsel’s fees incurred, or expected by the Buyer to be incurred, by the Buyer in connection with the negotiation, execution, delivery and administration of this Agreement and the transactions contemplated hereby, and such amount never to exceed United States Dollars One Hundred Thousand ($100,000).
Buyer’s Nominated Flag State’ means the Republic of the Marshall Islands.
Cancelling Date’ means 12 November 2018.
Cash Collateral Account Charge’ means an account pledge entered into, or, as the case may be, to be entered into, by the Sub-Bareboat Charterer and the Buyer respecting an account in the name of the Sub-Bareboat Charterer at the Cash Collateral Account Bank.
Cash Collateral Amount’ means United States Dollars One Million Six Hundred Thousand (US$1,600,000).
Cash Collateral Account Bank’ means Joh. Berenberg, Gossler & Co. KG.
Class’ means I*HULL*MACH, Bulk Carrier CSR CPS (WBT) BC-A (maximum cargo density 3.00 t/m3; holds 2,4,6 and 8 may be empty), ESP GRAB [30], Unrestricted navigation, *AUT-UMS, NON-SHAFT, INWATERSURVEY.
Classification Society’ means Bureau Veritas.
Common Stock’ means the common stock of the Guarantor, par value US$0.0001 per share.
Current Flag State’ means the Republic of Liberia.
Current Mortgagee’ means Amsterdam Trade Bank N.V.
Default Rate’ means for any day, a rate of interest per annum equal to LIBOR in effect on such day plus eight and one-half percent (8.5 %).
Deficiency’ has the meaning ascribed to it in Clause 3.2.
Definite Delivery Date’ means the definite delivery date of the Vessel by the Seller to the Delivery Entity (as the nominee of the Buyer) under this Agreement.
Delivery Entity’ means the Buyer or its nominee subject to, and in accordance, with Clause 19.4.
Delivery Range’ means in international waters and always within International Navigation Limits.
Escrow Account’ means an account in the name of the Buyer held at the Buyer’s Bank.
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Escrow Agreement’ means the escrow agreement entered into, or, as the case may be, to be entered into, among the Buyer, the Sub-Bareboat Charterer and the Buyer’s Bank pursuant to which the Scrubber Amount (including, for the avoidance of doubt all interest (which interest will accrue in the Escrow Account)) shall be held in the Escrow Account and released by the Buyer’s Bank.
Escrow Fee’ means an amount equal to one half (1/2) of the Euro Seven Thousand Five Hundred (€7,500) fee payable by the Buyer to WFW pursuant to the Purchase Pre-positioning Arrangements (as converted into a United States Dollar amount by the Buyer at the prevailing exchange rates from EURO into United States Dollars published by Bloomberg on the date on which the Buyer remits an amount equal to the Net Sales Proceeds to the WFW Account (or on such other date prior to such date of remission as the Buyer may in its discretion elect)).
Excluded Items’ means the items set out in Appendix D.
Financier’ means CFT Investments 1 LLC with an office at c/o SMBC Leasing and Finance, Inc., 277 Park Avenue, New York, New York 10172 or its successors, assigns and nominees.
Guarantee’ means an irrevocable and unconditional guarantee (on form and terms acceptable to the Buyer in its sole discretion) issued or, as the case may be, to be issued, by the Guarantor in favour of the Buyer (as the demise owner under the Sub-Bareboat Charter, as the head bareboat charterer and the time charterer under the Multipartite Agreement and as time charterer under the Time Charter) pursuant to which the Guarantor, inter alia, guarantees and indemnifies the Buyer (as demise owner under the Sub-Bareboat Charter, as the head bareboat charterer and the time charterer under the Multipartite Agreement and as time charterer under the Time Charter) in relation to the due, punctual and full performance by: (1) the Sub-Bareboat Charterer of all the Sub-Bareboat Charterer’s (as charterer) obligations arising under or in connection with the Sub-Bareboat Charter; (2) the Sub-Bareboat Charterer of all the Sub-Bareboat Charterer’s (as sub-bareboat charterer) obligations arising under or in connection with the Multipartite Agreement; (3) the Sub-Bareboat Charterer of all the Sub-Bareboat Charterer’s obligations under or in connection with the Cash Collateral Account Charge; and (4) the Sub-Bareboat Charterer of all the Sub-Bareboat Charterer’s (as demise owner) obligations arising under or in connection with the Time Charter.
Head-Bareboat Charter’ means the bareboat charter party (in a form and on terms acceptable to the Buyer and the Financier) entered into or, as the case may be, to be entered into between the Financier (as owner) and the Buyer (as charterer), pursuant to which the Financier agrees to demise charter the Vessel to the Buyer and the Buyer agrees to take on demise charter the Vessel from the Financier.
Inspection’ means the inspection of the Vessel and her classification records as referred to in Clause 3.
Installer’ means Yiu Lian Dockyards (Shekou) Limited, a company incorporated pursuant to the laws of the People’s Republic of China and with an office at Yiu Lian Dockyards (Shekou) Wharfage, Mawan Avenue North, Qianhai, Nanshan District, Shenzhen, Guangdong, People’s Republic of China.
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ITF’ means the International Transport Workers’ Federation and any successor organisation.
LIBOR’ means, as of any day, (i) the applicable 30-day London interbank offered rate per annum for deposits in U.S. Dollars appearing on Bloomberg LIBO Page as of 11:00 a.m., London time on such day for deposits in U.S. dollars or (ii) if such Bloomberg LIBO Page rate is not available at such time for any reason, or if the Bloomberg LIBO Page is not available, the applicable 30-day London interbank offered rate per annum for deposits in U.S. Dollars appearing on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters) as of 11:00 a.m., London time on such day for deposits in U.S. dollars.  If LIBOR for any day determined pursuant to the preceding sentences is less than zero, LIBOR for that day shall be deemed to be zero.
Listing of Additional Shares Notification’ the NASDAQ Listing of Additional Shares Notification Form to be submitted electronically with NASDAQ.
Manufacturer’ means Hyundai Materials Corporation, a corporation organised and existing under the laws of Korea having its principal office at 9F Shin-An Bldg., 512,. Teheran-Ro, Gangnam-gu, Seoul 06179, Korea.
Manufacturer’s Consent’ means a consent by the Manufacturer to the assignment by the Sub-Bareboat Charterer of the Scrubber Supply Contract Assigned Interests, at the Time of Delivery, to the Buyer (and its successors and assignees) under the Scrubber Supply Contract Assignment, such consent substantially in the form and terms attached at Appendix G (or in such other form and terms acceptable to the Buyer (such acceptability in the Buyer’s sole discretion)).
Multipartite Agreement’ has the meaning ascribed to it in Clause 18.3.
NASDAQ’ means the Nasdaq Capital Market.
Net Sales Proceeds’ means an amount equal to the Purchase Price less the Cash Collateral Amount less the Scrubber Amount less the Escrow Fee less the Upfront Fee and less the Reimbursement Amount.
Notice of Readiness’ has the meaning ascribed to it in Clause 4.1.
Notice of Reassignment of Insurances’ means a notice of reassignment entered into, or, as the case may be, to be entered by the Current Mortgagee as regards the Vessel’s insurances, in form and on terms acceptable to the Current Mortgagee and the Delivery Entity.
Place of Delivery’ has the meaning ascribed to it in Clause 4.1.
Protocol of Delivery and Acceptance’ has the meaning ascribed to it in Clause 6.5.
Purchase Pre-positioning Arrangements’ means the arrangements (in a form and substance acceptable to each of the Buyer and WFW) agreed between the Buyer and WFW pursuant to
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which the Net Sales Proceeds shall be held and released by WFW (such release in accordance with the Release Instruction and the Purchase Pre-positioning Arrangements).
Purchase Price’ has the meaning ascribed to it in Clause 1.
Release Instruction’ means a release instruction in writing from the Buyer to WFW (in a form and substance acceptable to the Buyer and WFW) permitting release of amounts not exceeding in the aggregate an amount equal to the Net Sales Proceeds to the Current Mortgagee and the Seller and, as the case may be, return to the Buyer.
Reimbursement Amount’ means an amount equal to the Buyer’s Counsel’s Estimated Fees (as converted into a United States Dollar amount by the Buyer at the prevailing exchange rates from the relevant currencies into United States Dollars published by Bloomberg on the date on which the Time of Delivery occurs (or on such other date prior to the date on which the Time of Delivery occurs as the Buyer may in its discretion elect));
RRA’ means the registration rights agreement entered into between the Buyer and the Guarantor, pursuant to which the Guarantor grants certain rights to the Buyer regarding the Shares, as amended, supplemented or otherwise modified from time to time.
Sanctions’ means any sanction, restriction or prohibition imposed by any State or Supranational or International Governmental Organisation, including but not limited to the UN, the US and the EU.
Scrubber Amount’ means United States Two Million Seven Hundred and Fifty Thousand (US$ 2,750,000).
Scrubber Supply Contract’ means the agreement dated 28 September 2018 and entered into between the Sub-Bareboat Charterer and the Manufacturer pursuant to which, inter alia, the Manufacturer has agreed to supply to the Sub-Bareboat Charterer the Approved Scrubber and to provide engineering support while the Approved Scrubber is being installed on the Vessel by the Installer, a true, correct and complete copy of which is attached at Appendix E.
Scrubber Supply Contract Assignment’ means an agreement entered into, or, as the case may be, to be entered into, between the Buyer and the Sub-Bareboat Charterer, in a form and on terms acceptable to the Buyer (such acceptability in the Buyer’s sole discretion), pursuant to which the Sub-Bareboat Charterer will, inter alia, at the Time of Delivery assign to the Buyer all of the Sub-Bareboat Charterer’s rights and interests from time to time and/or arising under the Scrubber Supply Contract, substantially in the form and terms attached at Appendix F.
Scrubber Supply Contract Assigned Interests’ means all of the Sub-Bareboat Charterer’s rights, title and interests from time to time in, and/or arising under, the Scrubber Supply Contract.
Securities Act’ means the United States Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
Shares’ means one million eight hundred thousand (1,800,000) shares of the Common Stock.
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Shipyard’ means the Installer’s Zhoushan shipyard or such other location for the installation of the Approved Scrubber on the Vessel by the Installer, such location as approved in writing by the Buyer (such approval in the sole discretion of the Buyer).
Sub-Bareboat Charter’ means the bareboat charter party entered into or, as the case may be, to be entered into, between the Buyer (as demise owner) and the Sub-Bareboat Charterer (as sub-bareboat charterer) pursuant to which the Buyer agrees, inter alia, to demise charter the Vessel to the Sub-Bareboat Charterer and the Sub-Bareboat Charterer agrees to take on demise charter the Vessel from the Buyer, substantially in the form and terms attached at Appendix A (or on such other terms as the Buyer and the Seller may agree).
Sub-Bareboat Charterer’ means Champion Marine Co., a corporation duly incorporated and validly existing under the laws of the Republic of the Marshall Islands and having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Republic of the Marshall Islands.
Time Charter’ means the time charter party entered into or, as the case may be, to be entered into, by the Sub-Bareboat Charterer (as demise owner) and the Buyer (as time charterer) pursuant to which the Sub-Bareboat Charterer agrees to charter the Vessel to the Buyer and the Buyer agrees to take on time charter the Vessel from the Sub-Bareboat Charterer, substantially in the form and terms attached at Appendix C (or on such other terms as the Buyer and the Sub-Bareboat Charterer may agree).
Time of Delivery’ means the time and date that the Vessel is delivered to, and accepted by, the Delivery Entity under this Agreement as evidenced by the Protocol of Delivery and Acceptance (fully executed, dated and timed).
Transfer Agent’ means Continental Stock Transfer & Trust Company with an office at 17 Battery Place, New York, NY 10004, USA.
Upfront Fee’ means an amount equal to United States Dollars One Hundred and Thirty One Thousand Two Hundred and Fifty (US$131,250).
UWI’ has the meaning ascribed to it in Clause 3.2.
UWI Report’ has the meaning ascribed to it in Clause 3.2.
Vessel’ means “CHAMPIONSHIP” with IMO Number 9403516.
Vessel Manager’ means any managers appointed by the Sub-Bareboat Charterer for the purposes of managing the Vessel and / or providing any management in relation to the Vessel as from the date of delivery of the Vessel into the Sub-Bareboat Charter.
WFW’ means Watson Farley & Williams LLP of 15 Appold Street, London, EC2A 2HB.
WFW Account’ means an account at WFW’s bank as more particularly detailed in the Purchase Pre-positioning Arrangements.
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1 .
PURCHASE PRICE
United States Dollars Twenty Six Million Two Hundred and Fifty Thousand Only (US$26,250,000) (‘Purchase Price’).
2.
PAYMENT
2.1
At the Time of Delivery the Purchase Price (as adjusted in accordance with the terms and conditions of this Agreement) shall be paid by the Buyer in accordance with the provisions of this Clause 2.
2.2
All amounts to be lodged and/or due and payable by the Buyer or the Seller under this Agreement shall be lodged and/or paid in United States Dollars free of bank charges.
2.3
Subject always to the terms and conditions of this Agreement and subject also to the Purchase Pre-positioning Arrangements having been entered into between the Buyer and WFW, no later than one (1) Banking Day prior to the Definite Delivery Date (as determined by the one (1) Banking Day’s definite notice of Definite Delivery Date as notified by the Seller pursuant to Clause 4.1), the Buyer shall remit to the WFW Account an amount equal to the Net Sales Proceeds.  Amounts not exceeding in the aggregate an amount equal to the Net Sales Proceeds shall be payable and be released to the Current Mortgagee and the Seller (such amounts as set out in the Release Instruction) at the Time of Delivery only against presentation by the Buyer to WFW of an original Release Instruction executed by the Buyer.
2.4
Subject always to the terms and conditions of this Agreement, on the date of delivery of the Vessel to, and acceptance of the Vessel by, the Delivery Entity in accordance with the terms and conditions of this Agreement, but not later than three (3) Banking Days after, and excluding, the date that the Notice of Readiness has been given in accordance with Clause 4, the Buyer shall:

2.4.1
deliver to WFW a dated original Release Instruction executed by the Buyer;

2.4.2
retain an amount equal to the Cash Collateral Amount, which shall be retained by the Buyer as a cash deposit for the performance of the Sub-Bareboat Charterer’s obligations under the Sub-Bareboat Charter (and, for the avoidance of doubt, the release of the Cash Collateral Amount shall be in accordance with the terms of the Sub-Bareboat Charter) and give notice in writing to the Seller of such retention; and

2.4.3
retain an amount equal to the Scrubber Amount, which shall be retained by the Buyer as a cash deposit in accordance with the Sub-Bareboat Charter (and, for the avoidance of doubt, the release of the Scrubber Amount shall be in accordance with the terms of the Sub-Bareboat Charter) and give notice in writing to the Seller of such retention.
2.5
Delivery to WFW of a dated original Release Instruction executed by the Buyer pursuant to Clause 2.4.1, retaining, and giving notice to the Seller of such retention of,
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the amount equal to the Cash Collateral Amount pursuant to Clause 2.4.2 retaining, and giving notice to the Seller of such retention of, an amount equal to the Scrubber Amount pursuant to Clause 2.4.3 shall constitute the full and due performance of the Buyer’s obligation to pay the Purchase Price under this Agreement.
2.6
Notwithstanding Clause 2.2, any costs and/or expenses incurred by the Buyer (A) by reason of the payment of the Net Sales Proceeds to the WFW Account pursuant to Clause 2.4.1 and / or (B) by reason of the Net Sales Proceeds being held by WFW and / or (C) pursuant to the terms of the Purchase Pre-positioning Arrangements and/or (D) by reason of the release of the Net Sales Proceeds from the WFW Account pursuant to the Release Instruction delivered to WFW pursuant to Clause 2.4.1 shall be paid by the Seller.  For the avoidance of doubt, any fees and/or bank charges of the Buyer’s Bank or the Cash Collateral Account Bank in relation to the Cash Collateral Amount, the Cash Collateral Account Charge and / or the Escrow Account shall be payable in accordance with the terms and conditions of, as the case may be, the Cash Collateral Account Charge, the Sub-Bareboat Charter and the Escrow Agreement.
2.7
To assist the Seller and the Guarantor with internal administrative arrangements, the Buyer agrees to provide no later than ten (10) Banking Days after the date on which the Time of Delivery falls, copies of invoices and vouchers evidencing the amount of the Buyer’s Counsel’s Estimated Fees.  In the event that the Buyer fails to provide such invoices and/or vouchers, the Seller and the Guarantor agree that they shall have no claim against the Buyer or the Delivery Entity and neither of the Buyer and the Delivery Entity shall be in default under this Agreement or any other agreement.  The provision by the Buyer of such invoices and / or vouchers shall be without prejudice to the binding nature of the Buyer’s certification at the Effective Date of the amounts of the Buyer’s Counsel’s Estimated Fees.
3.
INSPECTIONS
3.1
The Buyer has inspected and accepted the Vessel’s classification records (evidencing at the time of inspection of the classification records that the Vessel was in Class free of condition and/or recommendation) on 25 October 2018.  The Buyer has also inspected the Vessel at/in Rizhao, China on 3 November 2018 and has accepted the Vessel following this inspection and the sale is outright and definite, subject only to the terms and conditions of this Agreement.
3.2
The Buyer shall have the right to require that the Seller arranges an underwater inspection of the Vessel (‘UWI’) before delivery of the Vessel under this Agreement and shall provide or procure that the Classification Society provides the Buyer with a copy of the Classification Society’s report of such inspection (‘UWI Report’).  The Seller may not tender Notice of Readiness prior to completion of the UWI and the provision of the UWI Report to the Buyer.  The Seller shall arrange for the UWI to be performed by a diver approved by the Classification Society at a place at which conditions are suitable for such underwater inspection (as determined by the Classification Society).  The UWI shall be carried out without undue delay and in the presence of a Classification Society surveyor arranged for by the Seller and paid for by
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the Seller.  The Buyer’s and the Financier’s representative(s) shall have the right to be present at the UWI as observer(s) only without interfering with the work or decisions of the Classification Society surveyor.  The extent of the UWI and the conditions under which it is performed shall be to the satisfaction of the Classification Society.  Where any defects, damages or deficiencies and/or other items or matters resulting in and/or which are the subject of any recommendation or condition of class (each a “Deficiency”) are discovered during the UWI and the Classification Society requires repair of any Deficiency prior to the Vessel’s next dry docking then the Seller shall at the Seller’s own cost and expense promptly remedy any Deficiency to the satisfaction of the Classification Society, and the Seller may not tender Notice of Readiness prior to completion of such repairs to the Classification Society’s satisfaction.  If the Classification Society does not require any Deficiency to be rectified before the Vessel’s next dry docking, the Seller shall be entitled to deliver the Vessel with the Deficiency.
4.
NOTICES, TIME AND PLACE OF DELIVERY
4.1
Subject to Clause 4.2, the Vessel will be delivered to the Delivery Entity safely afloat in the Delivery Range.  The Seller shall give the Buyer not less than one (1) Banking Day’s definite written notice of definite place of delivery and of the Definite Delivery Date.  The Definite Delivery Date shall not be after the Cancelling Date.  When the Vessel is at the place of delivery (‘Place of Delivery’) and physically and legally ready for delivery in accordance with this Agreement, the Seller shall give the Buyer a written notice of readiness for delivery (‘Notice of Readiness’).  Notice of Readiness shall not be given before 4 November 2018.  The Definite Delivery Date shall not be before the date on which the Notice of Readiness is given and the Definite Delivery Date shall not be after the Cancelling Date.
4.2
If the Buyer (in its sole discretion) notifies the Seller at any time before the Buyer’s receipt of the Notice of Readiness that the Delivery Entity does not wish to take delivery of the Vessel within the territorial waters of the Place of Delivery, the Parties agree that:

4.2.1
if the Buyer requires, the physical delivery of the Vessel shall take place in international waters off or near the Place of Delivery; and

4.2.2
the Seller shall position the Vessel in international waters on such date as the Buyer has notified the Seller as being the date on which the Buyer intends to pay the Purchase Price and the Delivery Entity intends to accept delivery of the Vessel in accordance with the terms of this Agreement.
4.3
For the avoidance of doubt if the Buyer requires the physical delivery of the Vessel to take place in international waters in accordance with Clause 4.2:

4.3.1
the Seller’s compliance with the Buyer’s requirement under Clause 4.2 to deliver the Vessel in international waters shall be without prejudice to any of the Seller’s obligations under this Agreement as to the condition of the Vessel on delivery; and

4.3.2
if, for any reason, following the Seller having given a valid Notice of Readiness the Seller is prevented from positioning the Vessel in international waters in accordance
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with Clause 4.2, all time from the Notice of Readiness until the time that the Vessel is in international waters off or near the Place of Delivery shall not count towards the calculation of time under Clause 2.4 within which the Buyer is to pay the Purchase Price.
5.
BUNKERS, LUBRICATING OILS AND CONSUMABLE STORES
5.1
The Seller shall deliver the Vessel to the Delivery Entity with everything belonging to her, or designated for her, on board, on shore and on order, if any, including, without limitation, all unbroached stores and provisions, spare parts and spare equipment (including spare tail end shaft(s) and / or spare propeller(s) / propeller blade(s), if any, belonging to the Vessel at the time of the Inspection used or unused, whether on board or not) and all radio/communications installations and navigational equipment without extra payment and the Seller shall transfer, or as the case may be, shall procure the transfer of, as at the Time of Delivery all title and interest in the aforesaid equipment, spares, stores and items to the Delivery Entity for no extra payment.  Items on shore and on order (including spares, stores, navigational aids and any other equipment whatsoever) shall be delivered to the Delivery Entity, at the Seller’s expense, to such person and to such address as the Delivery Entity shall notify to the Seller at, or prior to, the delivery of the Vessel to the Delivery Entity under this Agreement.
5.2
Items on board at the time of the Inspection which are on hire or owned by the third parties, and which are not Excluded Items, shall be replaced or procured by the Seller prior to the Time of Delivery at the cost and expense of the Seller.
5.3
The Excluded Items are excluded from the sale of the Vessel.
5.4
All bunkers, unused lubricating and hydraulic oils and greases in storage tanks and unopened and opened drums and/or pails and consumable stores are excluded from the sale and the Seller shall procure that at the Time of Delivery title to all bunkers, unused lubricating and hydraulic oils and greases in storage tanks and unopened drums and/or pails and consumable stores shall pass to the Sub-Bareboat Charterer.
5.5
Library and forms exclusively for use in the Seller’s vessel(s) and captain’s, officers’ and crew’s personal belongings (including the slop chest) are excluded from the sale of the Vessel without compensation.
6.
DOCUMENTATION
6.1
The Seller shall provide or, as the case may be, cause to be provided, the following documentation (all such documentation in forms and on terms satisfactory to the Buyer and the Delivery Entity (such satisfaction always at the Buyer’s and the Delivery Entity’s sole discretion)) to the Buyer in exchange for payment of the Purchase Price (as adjusted under this Agreement) on the delivery of the Vessel to the Delivery Entity in accordance with this Agreement:
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6.1.1
Three (3) original legal bills of sale (‘Bill(s) of Sale’) in a form acceptable for registration of the Vessel under the flag of the Buyer’s Nominated Flag State duly executed by the Seller in favour of the Delivery Entity stating that the Vessel is free from any and all charters, stowaways, mortgages, encumbrances, and maritime liens or any other debts, taxes or claims whatsoever, duly notarially attested;

6.1.2
Original commercial invoice in duplicate issued by the Seller to the Buyer showing the full Purchase Price (together with any adjustments pursuant to this Agreement) and a brief description of the Vessel;

6.1.3
Certificates of good standing (or equivalent) of each of the Sub-Bareboat Charterer, the Guarantor, and the Seller, dated not more than five (5) Banking Days prior to the date of delivery of the Vessel to the Delivery Entity under this Agreement;

6.1.4
A certificate of incumbency dated on the date of delivery of the Vessel to the Delivery Entity under this Agreement and signed by a director of the Seller:

(a)
attaching (and certifying as true and complete and as in full force and effect without amendment or supplement on the date of delivery of the Vessel to the Delivery Entity under this Agreement) copies of:

i.
the certificate of registration and memorandum and articles of association(or equivalent constitutional documents) of the Seller and any amendments thereto; and

ii.
the resolutions of the board of directors and the shareholders of the Seller provided pursuant to Clause 6.1.5; and

iii.
the power of attorney of the Seller provided pursuant to Clause 6.1.6; and

(b)
stating the names of all the directors, officers and shareholders of the Seller (and their respective offices/positions/ownership of the shares) and including specimen signatures of all the:

i.
directors, officers and attorney(s)-in-fact of the Seller; and

ii.
authorized signatories and attorney(s)-in-fact of the shareholders of the Seller.

6.1.5
Original notarially attested (as being true and complete copies of the originals) copies of resolutions of the board of directors and of the shareholders of the Seller approving and authorizing the Seller’s entry into this Agreement, and approving the Purchase Price and authorising certain attorney(s)-in-fact to
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execute, inter alia, the Protocol of Delivery and Acceptance and other documents required to be signed by the Seller pursuant to this Agreement , and authorising the execution of the power of attorney as set forth in Clause 6.1.6;

6.1.6
Original power of attorney of the Seller executed pursuant to the above mentioned resolutions of the board of directors and of the shareholders of the Seller authorising certain persons to execute, inter alia, this Agreement, the Protocol of Delivery and Acceptance, and other documents required to be signed by the Seller pursuant to this Agreement, and validly procure the sale transaction and delivery of the Vessel to the Delivery Entity under this Agreement, duly notarially attested;

6.1.7
A certificate of incumbency dated on the date of delivery of the Vessel to the Delivery Entity under this Agreement and signed by an officer of the Guarantor:

(a)
attaching (and certifying as true and complete and as in full force and effect without amendment or supplement on the date of delivery of the Vessel to the Delivery Entity under this Agreement) copies of:

i.
the certificate of incorporation and articles of incorporation and bylaws (or equivalent constitutional documents) of the Guarantor and any amendment thereto; and

ii.
the resolutions of the board of directors and the shareholders of the Guarantor provided pursuant to Clause 6.1.8; and

iii.
the power of attorney of the Guarantor provided pursuant to Clause 6.1.9; and

(b)
stating the names of all the directors and officers of the Guarantor (and their respective offices/ positions/ ownership of the shares) and including specimen signatures of all the directors, officers and attorney(s)-in-fact of the Guarantor.

6.1.8
Original notarially attested (as being true and complete copies of the originals) copies of resolutions of the Guarantor’s board of directors approving and authorizing:

(a)
the Guarantor’s entry into this Agreement, the RRA and the Guarantee;

(b)
the issuance of the Shares; and

(c)
the execution of the power of attorney as set forth in Clause 6.1.9;
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6.1.9
Original power of attorney of the Guarantor executed pursuant to the above mentioned resolutions of the board of directors of the Guarantor authorising certain persons to execute this Agreement, the Guarantee, the RRA and other documents required to be signed by the Guarantor pursuant to this Agreement, the RRA and/or the Guarantee, duly notarially attested;

6.1.10
A certificate of incumbency dated on the date of delivery of the Vessel to the Delivery Entity under this Agreement and signed by an officer of the Sub-Bareboat Charterer:

(a)
attaching (and certifying as true and complete and as in full force and effect without amendment or supplement on the date of delivery of the Vessel to the Delivery Entity under this Agreement) copies of:

i.
the certificate of incorporation and articles of incorporation and bylaws (or equivalent constitutional documents) of the Sub-Bareboat Charterer and any amendment thereto; and

ii.
the resolutions of the board of directors and the shareholders of the Sub-Bareboat Charterer provided pursuant to Clause 6.1.11; and

iii.
the power of attorney of the Sub-Bareboat Charterer provided pursuant to Clause 6.1.12;

(b)
stating the names of all the directors, officers and shareholders of the Sub-Bareboat Charterer (and their respective offices/positions/ownership of the shares in the Sub-Bareboat Charterer) and including specimen signatures of all the:

i.
directors, officers and attorney(s)-in-fact of the Sub-Bareboat Charterer; and

ii.
authorized signatories and attorney(s)-in-fact of the shareholders of the Sub-Bareboat Charterer;

6.1.11
Original notarially attested (as being true and complete copies of the originals) copies of resolutions of the Sub-Bareboat Charterer’s board of directors and of the shareholders of the Sub-Bareboat Charterer approving and authorizing the Sub-Bareboat Charterer’s entry into the Multipartite Agreement, the Sub-Bareboat Charter, the Time Charter, the Scrubber Supply Contract Assignment , the Escrow Agreement and the Cash Collateral Account Charge and other documents required to be signed by the Sub-Bareboat Charterer pursuant to the Multipartite agreement, the Sub-Bareboat Charter, the Time Charter, the Scrubber Supply Contract Assignment , the Escrow Agreement and /or the
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Cash Collateral Account Charge and authorising the execution of the power of attorney as set forth in Clause 6.1.12;

6.1.12
Original power of attorney of the Sub-Bareboat Charterer executed pursuant to the above mentioned resolutions of the board of directors and of the shareholders of the Sub-Bareboat Charterer authorising certain persons to execute the Multipartite agreement, the Sub-Bareboat Charter, the Time Charter, the Scrubber Supply Contract Assignment , the Escrow Agreement and the Cash Collateral Account Charge and other documents required to be signed by the Sub-Bareboat Charterer pursuant to the Multipartite agreement, the Sub-Bareboat Charter, the Time Charter, the Scrubber Supply Contract Assignment, the Escrow Agreement and /or the Cash Collateral Account Charge, duly notarially attested;

6.1.13
Certificate of Ownership and Encumbrances issued by the competent authorities of the Current Flag State on the date of delivery of the Vessel from the Seller and acceptance of delivery by the Delivery Entity under this Agreement, evidencing the Seller’s ownership of the Vessel and that the Vessel is free from registered encumbrances, liens and mortgages, to be e-mailed by such authority to the closing meeting with the original to be sent to the Buyer as soon as possible after delivery of the Vessel to the Delivery Entity under this Agreement;

6.1.14
Original Confirmation of Class or (depending on the Classification Society) class maintenance certificate issued not more than three (3) days prior to the delivery of the Vessel to the Delivery Entity under this Agreement confirming that the Vessel is free of conditions and/or recommendations;

6.1.15
An original permission to sell or consent to deletion (or equivalent document) issued by the competent authorities of the Current Flag State for the sale of the Vessel certifying that the competent authorities of the Current Flag State have no objection to the sale of the Vessel to the Delivery Entity dated not more than ten (10) Banking Days prior to the date of delivery of the Vessel to the Delivery Entity under this Agreement;

6.1.16
A copy of the Vessel’s current ISPS and Continuous Synopsis Record;

6.1.17
An original of the Seller’s letter of confirmation that, to the best of its knowledge, the Vessel is not sanctioned by any nation or international organisation or subject to boycott by the ITF;

6.1.18
An original of the Seller’s letter of confirmation that, to the best of its knowledge, the Vessel has not touched bottom or suffered any bottom damage since her last drydocking;

6.1.19
Original Certificate of Deletion of the Vessel from the registry of the Current Flag State (and, if applicable, the flag state of the Vessel’s bareboat charter
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registration) or other official evidence of deletion including Closed CSR appropriate to the Vessel’s registry at the time of delivery, or, in the event that the registry does not as a matter of practice issue such documentation immediately, an original of a written undertaking by the Seller to the Delivery Entity and the Buyer to:

(a)
effect deletion from the registry of the Current Flag State (and, if applicable, the flag state of the Vessel’s bareboat charter registration) forthwith and provide an original certificate or other official evidence of deletion to the Delivery Entity promptly and latest within four (4) weeks after the Vessel has been delivered to the Delivery Entity; and

(b)
to provide to the Delivery Entity the copy of the Vessel’s Continuous Synopsis Record certifying the date on which the Vessel ceased to be registered with the registry of the Current Flag State (and, if applicable, the flag state of the Vessel’s bareboat charter registration) promptly upon such certificate being issued;

6.1.20
A copy of the Notice of Reassignment of Insurances executed by the Current Mortgagee;

6.1.21
A Maltese law legal opinion dated on the date of delivery of the Vessel to the Delivery Entity under this Agreement as to the approval of and entry into by the Seller of this Agreement and the transactions contemplated by this Agreement;

6.1.22
A Republic of the Marshall Islands law legal opinion dated on the date of delivery of the Vessel to the Delivery Entity under this Agreement as to the approval of and entry into by the Sub-Bareboat Charterer of the Multipartite Agreement, the Sub-Bareboat Charter, the Time Charter, the Scrubber Supply Contract Assignment, , the Escrow Agreement; the Cash Collateral Account Charge and the transactions contemplated by the Multipartite Agreement, the Sub-Bareboat Charter, the Time Charter, the Scrubber Supply Contract Assignment , the Escrow Agreement and the Cash Collateral Account Charge;

6.1.23
A Republic of the Marshall Islands law legal opinion dated on the date of delivery of the Vessel to the Delivery Entity under this Agreement as to the approval of and entry into by the Guarantor of this Agreement, the Guarantee and the transactions contemplated by this Agreement and the Guarantee;

6.1.24
A Republic of the Marshall Islands law and US law legal opinion, as applicable, dated on the date of delivery of the Vessel to the Delivery Entity under this Agreement from the Guarantor’s outside counsel as to (i) the approval of the RRA and the transactions contemplated by the RRA and the execution and delivery by the Guarantor and enforceability against the Guarantor of the RRA;
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(ii) the due authorization and issuance of the Shares; (iii) no registration of the Shares under the Securities Act; and (iv) no consent, waiver, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority, including the NASDAQ, including the Guarantor’s stockholders, is required for the execution, delivery and performance by the Guarantor of the RRA, and the issuance and delivery by the Guarantor to the Buyer of the Shares as contemplated by this Agreement;

6.1.25
A copy of the Guarantor’s instruction letter to the Transfer Agent duly executed by the Guarantor and instructing the Transfer Agent to issue the Shares in the name of the Buyer;

6.1.26
A copy of the certificate duly executed and delivered by the Transfer Agent to the Buyer, certifying that the Shares have been credited to the Buyer in the Buyer’s account, as registered owner of such shares, maintained on the Transfer Agent’s record; and

6.1.27
Any such additional documents which may be required by the Delivery Entity to register the Vessel under the flag of the Buyer’s Nominated Flag State and/or to transfer ownership of and title to the Vessel to the Delivery Entity provided that the Buyer notifies the Seller in writing of any such requirements as soon as reasonably possible after the date of this Agreement.
6.2
The Buyer shall provide the Seller with, or, as the case may be, procure that the Seller is provided with the following documentation on closing:

6.2.1
A copy of a certificate of good standing of the Delivery Entity issued by the appropriate competent authorities and dated not more than fifteen (15) Banking Days prior to the date of delivery of the Vessel to the Delivery Entity under this Agreement;

6.2.2
Copies of the minutes of the Meeting of the Board of Directors of the Delivery Entity or equivalent evidence of the corporate authority of the Delivery Entity in respect of the acquisition of the Vessel by the Delivery Entity and entry into the power of attorney of the Delivery Entity as set forth below, and authorising certain attorney(s)-in-fact to execute all documents in connection with the acceptance of the Vessel by the Delivery Entity in accordance with this Agreement; and

6.2.3
Power of attorney, or, as the case may be, powers of attorney, of the Buyer and, as the case may be, of the Delivery Entity, authorising certain persons, inter alia, to execute any and all documents required to be executed by the Buyer and / or, as the case may be, by the Delivery Entity in connection with the acceptance of the Vessel by the Delivery Entity and to procure validly the acquisition of the Vessel and the acceptance of the Vessel by the Delivery Entity in accordance with this Agreement, duly notarially attested.
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6.3
The Seller shall provide the Buyer with, or, as the case may be, cause the Buyer to be provided with, copies or drafts (as the case may be) of the documents referred to in Clause 6.1 as soon as possible but in any event not later than two (2) Banking Days prior to the intended date of delivery of the Vessel to the Delivery Entity under this Agreement as notified by the Seller pursuant to Clause 4.1 for the Buyer’s approval and/or comments.
6.4
The Seller shall provide to the Buyer, or, as the case may be, cause the Buyer to be provided with, the following documentation no later than one (1) Banking Day prior to the Definite Delivery Date as notified by the Seller pursuant to Clause 4.1, (failing which the Buyer may cancel this Agreement with immediate effect upon written notice to the Seller and without liability whatsoever on the part of the Buyer):

6.4.1
an original of the Guarantee duly executed by the Guarantor;

6.4.2
an original of the Manufacturer’s Consent duly executed by the Manufacturer;

6.4.3
an original of the Scrubber Supply Contract Assignment duly executed by the Sub-Bareboat Charterer;

6.4.4
an original of the Cash Collateral Account Charge duly executed by the Sub-Bareboat Charterer;

6.4.5
originals of undertakings from all Vessel Manager(s) (including, without limitation, any commercial manager and/or technical manager and, if applicable, any crewing manager) (in forms and on terms satisfactory to the Buyer (such satisfaction always at the Buyer’s sole discretion);

6.4.6
an original of the Sub-Bareboat Charter duly executed by the Sub-Bareboat Charterer;

6.4.7
an original of the Multipartite Agreement duly executed by the Sub-Bareboat Charterer;

6.4.8

6.4.9
an original of the Time Charter duly executed by the Sub-Bareboat Charterer;

an original of the RRA duly executed by the Guarantor; and

6.4.10
an original of the Escrow Agreement duly executed by the Sub-Bareboat Charterer.
6.5
The Seller shall provide to the Buyer, or, as the case may be, cause the Buyer to be provided with:

6.5.1
any such additional documents which may be required by the Buyer (including, without limitation, any documents requested by WFW to enable the release of the Net Sale Proceeds) to enable remission of an amount equal to the Net Sales Proceeds to the WFW account and / or to enable payment of the Purchase Price
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to the Seller (such remission and payment subject always to the terms of Clause 2); and

6.5.2
any such additional documents required by the Financier from the Seller and / or the Sub-Bareboat Charterer in connection with the financing being provided by the Financier to the Buyer,
no later than two (2) Banking Days prior to the Definite Delivery Date failing which the Buyer may cancel this Agreement with immediate effect upon written notice to the Seller (and which cancellation shall be without liability whatsoever on the part of the Buyer).
6.6
The Buyer shall notify the Seller of any such additional documents required by the Buyer, or, as the case may be, the Financier pursuant to Clause 6.5 no later than three (3) Banking Days prior to the intended date of delivery of the Vessel.
6.7
On the delivery of the Vessel to, and the acceptance of the Vessel by, the Delivery Entity under this Agreement, the Seller and the Delivery Entity and (if the Buyer is not the Delivery Entity) the Buyer shall sign a protocol of delivery and acceptance (in duplicate) confirming the date, time and place of delivery to and acceptance of the Vessel by the Delivery Entity substantially in the form and on the terms set out in Appendix B (‘Protocol of Delivery and Acceptance’).
6.8
Concurrently with the delivery of the documents to the Delivery Entity in accordance with Clause 6.1, the Seller shall also hand to the Delivery Entity the classification certificate(s) as well as all plans, drawings and manuals (excluding ISM/ISPS manuals) which are on board the Vessel.  Other certificates which are on board the Vessel shall also be handed over to the Delivery Entity unless they are expressly included in the Excluded Items in which event the Delivery Entity shall have the right to take a copy of such certificate.  All other technical documents which may be in the Seller’s possession at the Time of Delivery and/or at any later date shall promptly after the Time of Delivery be forwarded to the Delivery Entity at the Seller’s expense if the Delivery Entity so requests.
6.9
If any documents listed in Clause 6.1, Clause 6.2, Clause 6.4 and/or 6.5, are not in the English language, they shall be accompanied by an English translation by an authorised translator or certified by a lawyer qualified to practice in the country of the translated language.
6.10
Unless otherwise mutually agreed by the Parties, the place of the closing meeting and delivery of documentation shall be at the London offices of the Buyers’ Nominated Flag State.
6.11
It is hereby agreed and acknowledged by the Parties that it shall be a subject to the Buyer’s obligation to pay (or procure payment of) the Purchase Price and the Delivery Entity to take delivery of the Vessel under this Agreement that the Buyer and the Financier enter into the Agreement to Acquire and Charter, and which subject shall be
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lifted by the Buyer no less than three (3) Banking Days after the Effective Date, failing which this Agreement shall (save as provided for in Clause 26) be null and void and no Party shall have any claims against any other Parties.
7.
ENCUMBRANCES
7.1
The Seller hereby warrants that the Vessel, at the Time of Delivery, is free from all charters, stowaways, all encumbrances, mortgages, taxes and maritime liens and any other debts or claims whatsoever (including, without limitation, encumbrances, mortgages and maritime liens and any other debts or claims which may have arisen prior to the Time of Delivery and/or the Delivery Entity taking title to the Vessel), and that the Vessel at the Time of Delivery is free from all arrests, caveats, cautions, prohibitions, detentions and/or similar actions or any other judicial, administrative or private actions, processes or measures whatsoever (including, without limitation, any freezing orders).  Without prejudice to the foregoing, it is a condition of the purchase of the Vessel that the Vessel, at the Time of Delivery, is free from all charters, stowaways, all encumbrances, mortgages, taxes and maritime liens whatsoever.  The Seller hereby irrevocably and unconditionally undertakes to indemnify the Buyer and the Delivery Entity against all consequences (including, without limitation, any claims, damages, losses and/or expenses, whatsoever arising under or in connection with the Agreement to Acquire and Charter or the Head-Bareboat Charter or the Sub-Bareboat Charter) of claims made against the Vessel which have been incurred prior to the Time of Delivery and/or arising as a result of the Vessel not being delivered to the Delivery Entity in accordance with the terms and conditions of this Agreement (including, without limitation, in relation to condition and encumbrances).
7.2
Without prejudice to Clause 7.1, the Seller shall (if requested by the Buyer and/or the Delivery Entity and at the Seller’s cost and expense) assist the Buyer and the Delivery Entity in connection with the settlement of any claim, encumbrance or debt whatsoever arising prior to the Time of Delivery.
8.
TAXES
Subject to the terms of this Clause 8, each Party shall bear its own costs, fees and expenses related to the sale and purchase of the Vessel.  Any taxes, dues, fees and expenses in connection with the sale and delivery of the Vessel to the Delivery Entity under this Agreement shall be for the Seller’s account.  The Seller agrees to arrange and pay all taxes, duties, fees and expenses in connection with the registration of the Vessel under the flag of the Buyer’s Nominated Flag State and, without prejudice to the foregoing, the Seller hereby undertakes to indemnify the Buyer and the Delivery Entity against any and all taxes, duties, fees, expenses and all consequences arising from the Seller failing to so arrange and pay.
9.
CONDITION ON DELIVERY
9.1
The Vessel with everything belonging to her shall be at the Seller’s risk and expense until she is delivered to the Delivery Entity under this Agreement and in accordance
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with the terms of this Agreement.  The Vessel shall be delivered to the Delivery Entity and taken over as she was at the time of the Inspection, fair wear and tear excepted.
9.2
The Vessel shall be delivered free of cargo and free of stowaways and with her Class maintained without condition and/or recommendation and free of average damage affecting the Vessel’s Class, and with the Vessel’s Classification Society certificates and all national and international trading/statutory certificates, as well as all other certificates the Vessel had at the time of the Inspection, valid, clean and unextended without any condition and/or recommendation and/or exemptions whatsoever (save as provided in Appendix H) by the Classification Society or the United States Coast Guard, the Current Flag State or any port state at the Time of Delivery.
9.3
All of the Vessel’s continuous survey cycles shall be fully up to date at the Time of Delivery with no matters outstanding and/or subject to any extension whatsoever and/or conditions and/or recommendations.  The Vessel shall be delivered to the Delivery Entity charter free, free of cargo, free of cargo residue, free of stowaways and with the Vessel’s oil record book being properly completed in accordance with all applicable law and / or regulations.
10.
SCRUBBER INSTALLATION INSPECTION RIGHTS
10.1
The Seller shall procure or, as the case may be, the Seller shall procure that the Sub-Bareboat Charterer procures, that the Installer permits the Buyer throughout the period during which the Approved Scrubber is being installed, to have up to two (2) representatives (at the Buyer’s cost) present at the Shipyard, to observe, supervise and survey installation of the Approved Scrubber.  The Seller shall also procure or, as the case may be, the Seller shall also procure that the Sub-Bareboat Charterer procures, that such representatives shall also be entitled to attend surveys, shop tests and trials.  The Seller shall procure or, as the case may be, the Seller shall procure that the Sub-Bareboat Charterer procures, that the Installer shall extend all facilities and resources (including all necessary information and access) to the Buyer’s representatives to enable them to perform their role effectively.
10.2
The Seller shall, no later than two (2) Banking Days prior to the Definite Delivery Date), provide the Buyer with satisfactory evidence as to the Installer’s agreement to the arrangements set out in this Clause 10, failing which the Buyer may cancel this Agreement with immediate effect upon written notice to the Seller (and which cancellation shall be without liability whatsoever on the part of the Buyer).
11.
DEFAULT BY BUYER
11.1
Should the Purchase Price not be paid in accordance with Clause 2 for any reason other than as a result of, or arising from, a default by the Seller, then this Agreement shall (save as provided for in Clause 26) be treated as null and void and no Party shall have any claims against any other Parties.
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11.2
In the event that this Agreement is treated as null and void pursuant to Clause 11.1, the Buyer alone (and not any nominee appointed pursuant to Clause 19.4) will indemnify the Seller for all documented legal expenses incurred by the Seller in connection with the preparation and negotiation of this Agreement, the Multipartite Agreement, the Sub-Bareboat Charter and the transactions contemplated thereby in an amount never to exceed an aggregate sum of United States Dollars fifty thousand (US$50,000), which shall be the full extent of the liability of the Buyer to the Seller in connection with the Buyer not paying the Purchase Price and/or this Agreement being treated as null and void under Clause 11.1.  For the avoidance of doubt, this Clause 11.2 shall only apply in the event that this Agreement is treated as null and void under Clause 11.1.
12.
DEFAULT BY SELLER/EXTENSION OF CANCELLING DATE
12.1
It is a condition precedent of delivery of the Vessel to, and acceptance of the Vessel by, the Delivery Entity under this Agreement that:

12.1.1
on the Effective Date and at the Time of Delivery the Common Stock of the Guarantor is listed on the NASDAQ and the Guarantor shall not have received from the NASDAQ any notice of non-compliance with any NASDAQ continued listing standards, other than as has been publicly disclosed prior to the date of this Agreement; and

12.1.2
at the Time of Delivery:

(a)
the Shares shall have been duly and validly authorized and issued and delivered to the Buyer and shall be fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual pre-emptive rights, rights of first refusal or other similar rights, except as set forth in the RRA;

(b)
the Buyer shall have received legal and beneficial title to the Shares; and

(c)
if required to be filed by the rules and regulations of the NASDAQ, the Guarantor shall have submitted the Listing of Additional Shares Notification to the NASDAQ, and in such instance shall have provided to the Buyer satisfactory evidence of such submission.
12.2
Should the Seller fail to give Notice of Readiness in accordance with Clause 4.1 or fail to be ready to validly complete a legal transfer of the Vessel to the Delivery Entity or otherwise fail to satisfy any condition precedent to delivery (including, if required by the Buyer pursuant to Clause 4.2, delivery in international waters) prescribed under this Agreement on or before the Cancelling Date or the Seller shall otherwise default in the delivery of the Vessel to the Delivery Entity in accordance with the terms of this
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Agreement, the Buyer shall have the right in its option to cancel this Agreement by written notice to the Seller, in which event this Agreement shall (save as provided for in Clause 26) be treated as null and void and the Seller shall have no claims against the Buyer.  If the Seller notifies the Buyer on or before the Cancelling Date that notwithstanding the exercise of due diligence by the Seller the Vessel will, or may, not be delivered to the Delivery Entity in accordance with this Agreement on or before the Cancelling Date, then (i) upon receipt of such notification the Buyer shall have the option (the exercise of such option being at the Buyer’s sole discretion) to immediately cancel this Agreement by written notice to the Seller, and in the event of such cancellation this Agreement shall (save as provided for in Clause 26) be treated as null and void and the Seller shall have no claims against the Buyer; and (ii) without prejudice to the foregoing, the Seller may nominate by email a later Cancelling Date to the Buyer and the Buyer shall declare by email to the Seller whether to cancel or maintain the sale, which declaration shall be made within seven (7) Banking Days after the Buyer’s receipt of the Seller’s nomination by email, and, in the event that the Buyer declares to maintain the sale, the Delivery Entity shall take delivery of the Vessel and the Buyer shall pay the Purchase Price in accordance with the provisions of this Agreement, subject always to the provisions of Clause 2, on or before the expiry of the aforesaid later Cancelling Date, and provided always that the Buyer shall maintain its right to cancel as above but subject to the later Cancelling Date.  If the Buyer has not declared its option within seven (7) Banking Days of receipt of notice from the Seller then this Agreement shall be deemed cancelled and shall (save as provided for in Clause 26) be treated as null and void and the Seller shall have no claims against the Buyer.  If the Seller again states that the Vessel will, or may not, be delivered to the Buyer before the later Cancelling Date, then the provisions hereof shall again apply mutatis mutandis (i.e. making the necessary changes).
12.3
In the event that the Seller is in default under this Agreement, it is agreed that the Seller shall make due compensation to, and indemnify, the Buyer for its direct proven losses (such losses to include, without limitation, any expenses suffered and/or incurred by the Buyer in relation to the Shares and any losses and/or expenses suffered and/or incurred by the Buyer under, or in connection with, the RRA, the Agreement to Acquire and Charter, the Head-Bareboat Charter, the Sub-Bareboat Charter and/or the Time Charter (or any of them as the case may be) and for its expenses, together with interest at the Default Rate on (i) such direct proven losses; and (ii) such expenses, whether or not the Buyer cancels this Agreement.
12.4
Notwithstanding any other term of this Agreement, and in addition to any other obligation of the Seller under this Agreement (including Clause 12.3), if, other than by reason of a material breach by the Buyer of any of its obligations under this Agreement, the Seller fails;

12.4.1
to tender Notice of Readiness on the definite date of Delivery as such date is notified by the Seller;

12.4.2
to be ready to validly complete a legal transfer of the Vessel to the Delivery Entity in accordance with this Agreement on the Definite Delivery Date (as
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determined by the one (1) Banking Day’s definite notice of the Definite Delivery date as notified by the Seller pursuant to Clause 4.1); or

12.4.3
otherwise to satisfy any condition precedent to delivery prescribed under this Agreement;
it is agreed that the Seller shall make due compensation and indemnify the Buyer for any and all expenses suffered and/or incurred by the Buyer in relation to the Shares and any and all losses and / or expenses and / or costs suffered by and / or incurred by the Buyer under, or in connection with, the RRA, the Agreement to Acquire and Charter, the Head-Bareboat Charter and / or any ancillary arrangements in relation to any of the foregoing agreements (including any interest rate swap arrangements from or with other persons (including, but not limited to, the Financier)) as a direct result of any such failures under Clauses 12.4.1 and / or 12.4.3 and/or 12.4.3 by the Seller.
13.
TOTAL LOSS
If the Vessel shall become an actual, constructive or compromised total loss for any reason whatsoever prior to delivery of the Vessel to the Buyer, or, as the case may be, the Delivery Entity, under this Agreement, then either the Seller or the Buyer may terminate this Agreement upon written notice from one to the other without any liability upon the Buyer or the Seller under this Agreement shall (save as provided for in Clause 26) thereupon be treated as null and void.
14.
CONFIDENTIALITY
The sale and purchase of the Vessel under this Agreement and the terms of this Agreement shall be kept private and confidential, save that, the fact of the sale and purchase of the Vessel and/or any of the terms of this Agreement may be disclosed by the Seller if required by any law, decree, regulation or rule applicable to the Guarantor under US securities laws or the rules and regulations of the NASDAQ, provided that the Seller shall first give written notice of such required disclosure to the Buyer prior to the disclosure, and shall have a reasonable period of time to review and comment on any such disclosure).  However, any disclosure of the fact of the sale and purchase of the Vessel and/or any of the terms of this Agreement will not be a reason to cancel this Agreement.
15.
REPRESENTATIONS, WARRANTIES, UNDERTAKINGS AND ACKNOWLEDGEMENTS
15.1
The Seller and the Guarantor each hereby represents, warrants and undertakes to the Buyer and the Delivery Entity at the Effective Date and at the Time of Delivery (or at such other time as set out below) that:

15.1.1
the Seller is duly incorporated and validly existing in good standing under the laws of Malta and has the power to carry on its business as it is now being conducted and to own its property and other assets;
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15.1.2
the Sub-Bareboat Charterer is duly incorporated and validly existing in good standing under the laws of the Republic of the Marshall Islands and has the power to carry on its business as it is now being conducted and to own its property and other assets;

15.1.3
the Guarantor is duly incorporated and validly existing in good standing under the laws of the Republic of the Marshall Islands and has the power to carry on its business as it is now being conducted and to own its property and other assets;

15.1.4
the Seller has the power to execute, deliver and perform its obligations under this Agreement and all necessary corporate action has been taken to authorise the execution, delivery and performance of the same;

15.1.5
the Guarantor has the power to execute, deliver and perform its obligations under this Agreement, the RRA and the Guarantee and all necessary corporate action has been taken to authorise the execution, delivery and performance of the same;

15.1.6
this Agreement constitutes valid, legally binding and enforceable obligations of the Seller;

15.1.7
this Agreement, the RRA and the Guarantee each constitutes valid, legally binding and enforceable obligations of the Guarantor;

15.1.8
the Guarantor was not and is not an ineligible issuer as defined in Rule 405 of the Securities Act for the purposes of Rule 144(i) under the Securities Act;

15.1.9
the Shares, when issued and delivered to the Buyer pursuant to this Agreement, will be duly and validly authorized and issued and fully paid and non-assessable, free and clear of any pledge, lien, encumbrance, security interest or other claim, including any statutory or contractual preemptive rights, rights of first refusal or other similar rights, except as set forth in the RRA; and

15.1.10
no consent, waiver, approval, authorization, order, registration or qualification of or with any court or arbitrator or any governmental or regulatory authority, including the NASDAQ, or any other person, including the Guarantor’s stockholders or lenders, is required for the execution, delivery and performance by the Guarantor of the RRA, and the issuance and delivery by the Guarantor to the Buyer of the Shares as contemplated by this Agreement.
15.2
The Seller and the Guarantor each hereby represents, warrants and undertakes to the Buyer and the Delivery Entity at the Effective Date and at the Time of Delivery that:

15.2.1
the Sub-Bareboat Charterer has the power to execute, deliver and perform its obligations under the Sub-Bareboat Charter, the Time Charter, the Multipartite Agreement, the Scrubber Supply Contract Assignment, the Cash Collateral
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Account Charge, the Escrow Agreement and all necessary corporate action has been taken to authorise the execution, delivery and performance of the same;

15.2.2
the Sub-Bareboat Charter, the Time Charter, the Multipartite Agreement, the Scrubber Supply Contract Assignment, the Cash Collateral Account Charge, the Escrow Agreement each constitutes valid, legally binding and enforceable obligations of the Sub-Bareboat Charterer;

15.2.3
the execution by each of the Seller and the Guarantor of this Agreement and each of the Seller’s and the Guarantor’s compliance with this Agreement will not involve or lead to a contravention of:

(a)
any applicable law or regulation;

(b)
the constitutional documents of each of the Seller and the Guarantor; or

(c)
any contractual or other obligation or restriction which is binding on each of the Seller and the Guarantor or any of their assets.

15.2.4
the execution by the Guarantor of the Guarantee and the RRA and the Guarantor’s compliance with the Guarantee and the RRA will not involve or lead to a contravention of:

(a)
any applicable law or regulation;

(b)
the constitutional documents of the Guarantor; or

(c)
any contractual or other obligation or restriction which is binding on the Guarantor or any of its assets; and

15.2.5
the execution by the Sub-Bareboat Charterer of any of the Sub-Bareboat Charter, the Multipartite Agreement, the Scrubber Supply Contract Assignment the Cash Collateral Account Charge, the Escrow Agreement and the Time Charter and the Sub-Bareboat Charterer’s compliance with the Sub-Bareboat Charter, the Multipartite Agreement, the Scrubber Supply Contract Assignment, the Cash Collateral Account Charge, the Escrow Agreement and the Time Charter will not involve or lead to a contravention of:

(a)
any applicable law or regulation;

(b)
the constitutional documents of the Sub-Bareboat Charterer; or

(c)
any contractual or other obligation or restriction which is binding on the Sub-Bareboat Charterer or any of its assets.

15.3
The Buyer hereby represents, warrants and undertakes to the Guarantor at the Effective Date and at the Time of Delivery that:
Page 25



15.3.1
the Buyer is an “Accredited Investor” within the meaning of Rule 501(a)(1), (2), (3) or (7) under the Securities Act;

15.3.2
the Buyer is acquiring the Shares from the Guarantor for its own account solely for the purpose of investment and without a view to any resale or other distribution thereof in violation of the Securities Act provided, however, that by making the representations in this Agreement, the Buyer does not agree to hold any of the Shares for any minimum period of time and reserves the right, subject to the provisions of this Agreement and the RRA, at all times to sell or otherwise dispose of all or any part of such Shares pursuant to an effective registration statement under the Securities Act or under an exemption from such registration and in compliance with applicable federal and state securities laws;

15.3.3
the Buyer, either alone or together with its representatives, has sufficient knowledge and experience in business and financial matters so as to be able to evaluate the risks and merits of its investment in the Guarantor and it is able financially to bear the risks thereof;

15.3.4
the Buyer has not been offered any of the Shares by any means of general solicitation or advertising, including any of the following:

(a)
other communication published in any newspaper, magazine, or similar media or broadcast over television or radio; or

(b)
any seminar or meeting whose attendees have been invited by general solicitation or advertising;

15.3.5
the Buyer had access to such information regarding the Guarantor and its affairs as is necessary to enable it to evaluate the merits and risks of an investment in the Shares.
15.4
The Buyer acknowledges that:

15.4.1
the Shares are “restricted securities,” as defined in Rule 144 under the Securities Act and have not been registered under the Securities Act or any applicable US state securities law;

15.4.2
in connection with any transfer of the Shares other than (i) pursuant to an effective registration statement, (ii) to the Guarantor, or (iii) in connection with a bona fide pledge as contemplated in Clause 15.5 below, the Guarantor may require the transferor thereof to provide to the Guarantor an opinion of counsel selected by the transferor and reasonably acceptable to the Guarantor, the form and substance of which opinion shall be reasonably satisfactory to the Guarantor and the Transfer Agent, to the effect that such transfer does not require registration of such transferred Shares under the Securities Act; and

15.4.3
each certificate for the Shares shall have conspicuously written, printed, typed or stamped upon the face thereof, or upon the reverse thereof with a
Page 26


conspicuous reference on the face thereof, the following legend: “THE SHARES OF COMMON STOCK REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES OR BLUE SKY LAWS, AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED, IN THE ABSENCE OF (I) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT AND COMPLIANCE WITH SUCH STATE LAWS OR (II) AN APPLICABLE EXEMPTION THEREFROM AND AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.  NOTWITHSTANDING THE FOREGOING, THE SHARES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SHARES.”.
15.5
The Guarantor acknowledges and agrees that the Buyer may from time to time pledge, and/or grant a security interest in, some or all of the Shares in connection with applicable securities laws, pursuant to a bona fide margin agreement in compliance with a bona fide margin loan.  Such a pledge would not be subject to approval or consent of the Guarantor and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion shall be required in connection with a subsequent transfer or foreclosure following default by the Buyer transferee of the pledge.  No notice shall be required of such pledge, but Buyer’s transferee shall promptly notify the Guarantor of any such subsequent transfer or foreclosure.  At the Buyer’s expense, the Guarantor will execute and deliver such reasonable documentation as a pledgee or secured party of the Shares may reasonably request in connection with a pledge or transfer of the Shares, including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of selling stockholders thereunder.
15.6
The Buyer acknowledges and agrees that, except as otherwise provided in Clause 15.4.2, any Shares subject to a pledge or security interest as contemplated by Clause 15.5 shall continue to bear the legend set forth in Clause 15.4.3 and be subject to the restrictions on transfer set forth in Clause 15.4.2.
16.
NOTICES
All notices, nominations, declarations or other communications under this Agreement shall be given in writing and shall be made as follows:
To the Seller:

Address:
Champion Ocean Navigation Co. Limited
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Attention:
c/o Seanergy Management Corp.

154 Vouliagmenis Avenue,

16674 Glyfada, Athens, Greece

Mr. Stavros Gyftakis

Tel. No:
+30 210 8913 520

E-Mail:
sgyftakis@seanergy.gr
To the Guarantor:

Address:
Seanergy Maritime Holdings Corp.

c/o Seanergy Management Corp.

154 Vouliagmenis Avenue,

16674 Glyfada, Athens, Greece

Attention:
Mr. Stamatios Tsantanis

Tel. No:
+30 210 8913 507

E-Mail:
snt@seanergy.gr
To the Buyer:

Address:
Cargill International SA
14 Chemin de Normandie
1206 Geneva
Switzerland

Attention:
George Wells

Tel. No:
+41 22 703 2111

E-Mail:
George_Wells@cargill.com
otprojects@cargill.com
Olivier_demierre@cargill.com
Ann_shazell@cargill.com
Keith_dawe@cargill.com
Bernd_Bachmann@cargill.com
Kyriakos_attikouris@cargill.com
Page 28


17.
ENTIRE AGREEMENT
17.1
This Agreement, its Appendices and any attachments to this Agreement and its Appendices constitute the entire agreement between the Parties concerning the subject matter hereof and shall supersede all previous written and oral communications between the Parties concerning the subject matter of this Agreement.
18.
CHARTERING OF THE VESSEL
18.1
The Parties acknowledge that upon delivery of the Vessel to the Delivery Entity under this Agreement, pursuant to the Agreement to Acquire and Charter the Vessel shall be bareboat chartered by the Financier to the Buyer on the terms of the Head-Bareboat Charter.
18.2
The Parties hereby agree that upon delivery of the Vessel to the Buyer under the Head-Bareboat Charter and acceptance of such delivery by the Buyer under the Head-Bareboat Charter, the Vessel shall be sub-chartered as follows:

18.2.1
by the Buyer to the Sub-Bareboat Charterer on the terms of the Sub-Bareboat Charter; and

18.2.2
by the Sub-Bareboat Charterer to the Buyer on the terms of the Time Charter.
18.3
The obligation of the Financier to accept delivery of the Vessel under the Agreement to Acquire and Charter and the obligation of the Buyer to pay the Purchase Price under this Agreement, are each conditional upon the Sub-Bareboat Charterer accepting and taking delivery of the Vessel under the Sub-Bareboat Charter pursuant to Clause 18.2.  The Buyer and the Seller hereby agree that the Buyer shall and the Seller shall procure that the Sub-Bareboat Charterer will, enter into a multipartite agreement on such form and terms as the Buyer, the Sub-Bareboat Charterer and the Financier may agree, together with the Financier, prior to delivery of the Vessel to the Delivery Entity under this Agreement (‘Multipartite Agreement’).
19.
ASSIGNMENT AND NOMINATION
19.1
The Seller may not assign this Agreement without the prior written consent of the Buyer.
19.2
The Buyer shall have the right, by assignment, novation or otherwise, to transfer this Agreement (in respect of all its rights and obligations under this Agreement) before delivery of the Vessel to the Delivery Entity under this Agreement:

19.2.1
to its financiers (or any subsidiary thereof) or its nominee for the purpose of securing the Buyer’s financing; and/or

19.2.2
to any subsidiary or parent of the Buyer, and/or any subsidiary or parent of that parent company.
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19.3
In cases other than those described in Clause 19.2 above, the Buyer shall have the right, by assignment, novation or otherwise, to transfer this Agreement (in respect of all its rights and obligations under this Agreement) before delivery of the Vessel to the Delivery Entity under this Agreement with the prior written consent of the Seller (such consent not to be unreasonably withheld).
19.4
The Buyer shall also have the right to appoint a nominee (being the Financier or another affiliate or subsidiary of Sumitomo Mitsui Banking Corporation) for the purposes of accepting delivery of the Vessel under this Agreement and for receiving the relevant delivery documents and certificates prior to the delivery of the Vessel to the Buyer under this Agreement and if so done, the Seller will deliver the Vessel in favour of such nominee (as the “Delivery Entity”) and issue, or, as the case may be, procure the issue of, all relevant delivery documents and certificates accordingly.  The form and terms of such nomination shall always be at the Buyer’s sole discretion.
20.
INTERPRETATION
20.1
In this Agreement headings are inserted for convenience only and shall not affect the construction of this Agreement.
20.2
In this Agreement ‘in writing’ or ‘written’ means a letter signed by, or an email from, an authorized representative of the Seller or the Buyer or, as the case may be, the Delivery Entity and delivered by the Seller or the Buyer or, as the case may be, the Delivery Entity to the other (or by their respective authorized brokers, agents or representatives).
20.3
In this Agreement, references to “Clause” and “Appendix” are to the relevant Clauses and Appendices of this Agreement.
21.
AGENCY
21.1
Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the Parties, constitute any Party the agent of another Party, or authorise any Party to make or enter into any commitments for or on behalf of any other Party.
21.2
Each Party confirms it is acting on its own behalf and not for the benefit of any other person.
22.
SANCTIONS
22.1
For the purposes of this Clause 22:

22.1.1
‘Competent Authority’ means the competent authorities of any State or Supranational or International Governmental Organisation including but not limited to those of the UN, the US, and the Member States of the EU in respect of Sanctions; and

22.1.2
‘Longstop Date’ means 26 November 2018.
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22.2
Each Party represents and warrants to the other that it is not in breach of any Sanctions (including but not limited to being made subject to an asset freeze by the EU and/or being placed on the SDN List of the United States Office of Foreign Assets Control).
22.3
No Party shall be in breach of its obligations or otherwise be liable to the other Party save as provided for in this Clause 22 if:

22.3.1
the latter Party is or becomes subject to Sanctions (including but not limited to being made subject to an asset freeze by the EU and/or being placed on the SDN List of the United States Office of Foreign Assets Control); and/or

22.3.2
proceeding with the transaction (or any part thereof) contemplated by this Agreement would place the former Party or the Delivery Entity in breach of Sanctions.
22.4
If, in the reasonable opinion of the Buyer, a circumstance as more particularly described in Clause 22.3 may have occurred and be continuing, the Buyer may suspend performance of any obligation of the Buyer under this Agreement (including, without limitation, acceptance of delivery of the Vessel by the Delivery Entity from the Seller or making any payment to the Seller or the WFW Account), for a reasonable period (which period, shall include, but not be limited to, such time as may reasonably be required to: (i) decide whether it is necessary to obtain a determination from any relevant Competent Authority; and / or (ii) if applicable, obtain a determination from any relevant Competent Authority).
22.5
If the Buyer suspends performance of its obligations (or any of them) under this Agreement pursuant to this Clause 22, the Seller shall provide all reasonable assistance to the Buyer for the purpose of the Buyer: (i) deciding whether it is necessary to obtain a determination from any relevant Competent Authority; and / or (ii) if applicable, obtaining a determination from any relevant Competent Authority.
22.6
Notwithstanding anything to the contrary in this Clause 22, if, pursuant Clause 22.4, the Buyer suspends performance of any of its obligations under this Agreement (i) the Cancelling Date shall not be extended and (ii) if such suspension is in place or continuing on and/or after the Longstop Date, the Buyer shall be under no obligation to perform any obligation of the Buyer under this Agreement (including, without limitation, accepting delivery of the Vessel by the Delivery Entity from the Seller or making any payment to the Seller or making any payment to the WFW Account) and may elect to cancel this Agreement.
22.7
If the Buyer cancels this Agreement pursuant to this Clause 22, this Agreement shall (save as provided in Clause 26) become null and void and no Party shall have any liability whatsoever to any other Party.
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23.
GUARANTEE
23.1
The Guarantor hereby unconditionally and irrevocably guarantees (as primary obligor and not merely as surety) to the Buyer and/or the Delivery Entity , as a continuing obligation, (i) the due and punctual performance and observance by the Seller of all the terms and conditions of this Agreement and all of the Seller’s obligations under this Agreement and (ii) the due and punctual payment and discharge of all monies whatsoever which may from time to time fall due to be paid by the Seller to the Buyer and/or the Delivery Entity (including, without limitation, any amount payable by way of damages for breach of any of the terms and/or conditions of this Agreement).
23.2
The Guarantor as primary obligor and not merely as surety, and as a separate and independent obligation and liability from its obligations and liabilities under Clause 23.1, shall indemnify and keep indemnified and hold harmless the Buyer and/or the Delivery Entity in full and on demand from and against all and any losses, costs and expenses suffered or incurred by the Buyer and/or the Delivery Entity (except those resulting solely from the Buyer’s proven failure to comply with its obligations under this Agreement):

23.2.1
arising out of, or in connection with any breach or non-performance of, or noncompliance by the Seller with any of the Seller’s obligations under this Agreement or any breach of applicable law; or

23.2.2
as a result of the Seller’s obligations under or pursuant to this Agreement being or becoming void, voidable, unenforceable, invalid, illegal or ineffective against the Seller for any reason whatsoever.
23.3
The obligations of the Guarantor under this Clause 23 shall not be subject to any counter-claim, set-off, reduction, deferment or defence and shall not be discharged as a result of any time or indulgence granted to the Seller under this Agreement or by any action taken under this Agreement.
23.4
The Guarantor hereby confirms that its obligations under this Clause 23 shall not be discharged by any addendum and/or variation to this Agreement, and agrees to guarantee the due and punctual performance of the Seller’s obligations under or in connection with this Agreement as so amended and/or varied in accordance with the terms of this Clause 23.
24.
COUNTERPARTS
This Agreement may be executed in counterparts each of which when executed and delivered shall constitute an original of this Agreement, but all the counterparts shall together constitute the same agreement.  No counterpart shall be effective until each Party has executed at least one counterpart.  A signed copy received in pdf format shall be deemed to be an original.
Page 32


25.
LAW AND ARBITRATION
This Agreement and/or any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with this Agreement, same shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause 25.  The reference shall be to a single arbitrator to be appointed by the Parties.  If the Parties cannot agree upon the appointment of a single arbitrator, the dispute shall be referred to three arbitrators, each Party appointing one arbitrator with written notice of such appointment to the other Party, and the Parties shall request the London Maritime Arbitrators’ Association to appoint the third arbitrator.  If either of the arbitrators appointed by the Parties refuses or is incapable of acting, the Party who appointed him shall appoint a new arbitrator in his place.  If one of the Parties fails to appoint an arbitrator, either originally or by way of substitution, within fourteen (14) days after the date of the other Party’s written notice of its appointed arbitrator, the Party that has appointed its arbitrator in accordance with this Clause 25, shall request the London Maritime Arbitrators Association also to appoint an arbitrator on behalf of the Party that has failed to appoint its own arbitrator.  The award rendered by the arbitral tribunal shall be final and binding upon the Parties and may, if necessary, be enforced by a court of competent jurisdiction or any other competent authority in the same manner as a judgment of a court.  For the purposes of this Clause 25 the Seller and the Guarantor shall be deemed to be one Party and this Clause 25 shall be read and construed accordingly.
26.
RIGHTS ON TERMINATION
Notwithstanding any other provision of this Agreement, in the event that this Agreement is terminated, expires and/or becomes null and void for any reason, the Parties unconditionally and irrevocably agree that the following Clauses shall continue (or as the case may be shall be deemed to continue) in full force and effect:
Clause 11 (Default by Buyer);
Clause 12 (Default by Seller / Extension of Cancelling Date);
Clause 14 (Confidentiality);
Clause 16 (Notices);
Clause 22 (Sanctions);
Clause 23 (Guarantee); and
Clause 25 (Law and Arbitration).
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27.
RIGHTS OF THIRD PARTIES
Save as expressly provided in this Agreement any person (other than the Delivery Entity) who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.


Page 34


DULY EXECUTED BY THE PARTIES HERETO TO BE EFFECTIVE ON THE DATE SET FORTH ABOVE.
FOR THE SELLER
 
FOR THE BUYER
 
       
CHAMPION OCEAN NAVIGATION CO. LIMITED
 
CARGILL INTERNATIONAL SA
 
       
By:
/s/ Stavros Gyftakis
 
By:
/s/ George Wells
 
Name:
Stavros Gyftakis
 
Name:
George Wells
 
Title:
Attorney-in-fact
 
Title:
Assistant Vice President
 


FOR THE GUARANTOR
     
       
SEANERGY MARITIME HOLDINGS CORP.
     
       
By:
/s/ Stavros Gyftakis
       
Name:
Stavros Gyftakis
       
Title:
Attorney-in-fact
       


[Signature Page to MOA — “CHAMPIONSHIP”]


APPENDIX A
Form and Terms of Sub-Bareboat Charter





Page 36


EXHIBIT B
BAREBOAT CHARTER AGREEMENT “CHAMPIONSHIP” (IMO NO. 9403516)
Dated as of [●] 2018 Between
CARGILL INTERNATIONAL SA
as Owner,
and
CHAMPION MARINE CO.
as Charterer
i


TABLE OF CONTENTS
   
Page
1.
CONDITION PRECEDENT
2
2.
TIME CHARTER
2
3.
CHARTER TERM
2
4.
DELIVERY; REDELIVERY
3
5.
CHARTER HIRE
8
6.
USE; OPERATIONS
12
7.
MAINTENANCE AND OPERATION
19
8.
ALTERATIONS
22
9.
INSURANCE-GENERAL
24
10.
LIENS
28
11.
MORTGAGES; FINANCING; SUBORDINATION
29
12.
END OF CHARTER AND OTHER OPTIONS
30
13.
REPRESENTATIONS AND WARRANTIES; OWNER COVENANTS
34
14.
ASSIGNMENT; SUB-BAREBOAT CHARTER
35
15.
LOGO AND VESSEL NAMES
36
16.
NOTICES
36
17.
DEFAULTS; REMEDIES
37
18.
INDEMNIFICATION, WITHHOLDING AND CERTAIN AGREEMENTS
43
19.
INCOME TAX
47
20.
LAW AND JURISDICTION
47
21.
SALVAGE
48
22.
WAR
48
23.
ASSIGNMENT OF INSURANCES
49
24.
CHANGE OF OWNERSHIP
49
25.
WAIVER
50
26.
NO REMEDY EXCLUSIVE
50
27.
ENTIRE AGREEMENT; AMENDMENT
50
28.
COUNTERPARTS
50
29.
SEVERABILITY
50
30.
CAPTIONS
50
31.
BINDING EFFECT
51
32.
INTERPRETATION
51


Exhibits
Exhibit A - Basic Charter Hire
Exhibit A-1 - Loss Value, Purchase Price and Floor Price Schedule
Exhibit B – Notice of Assignment of Insurances
Exhibit C – Agreed form of Time Charter
Exhibit D - Scrubber Supply Contract


BAREBOAT CHARTER AGREEMENT “CHAMPIONSHIP” (IMO NO. 9403516)
This Bareboat Charter Agreement “CHAMPIONSHIP” (the “Charter”) is made the [●], 2018 by and between Cargill International SA, a company incorporated pursuant to the laws of Switzerland (the “Owner”), and Champion Marine Co. a company incorporated pursuant to the laws of the Republic of the Marshall Islands (the “Charterer”).
(The Owner and the Charterer, each a “Party” and together, the “Parties”)
RECITALS
WHEREAS, Champion Ocean Navigation Co. Limited (as seller, “Seller”) and the Owner (as buyer) have entered into a memorandum of agreement dated [●] 2018 (as amended, modified and supplemented from time to time, the “MOA”) whereby the Owner has agreed to purchase the Liberian flagged bulk carrier “CHAMPIONSHIP” with IMO number 9403516 (the “Vessel”) from the Seller under the terms and conditions set forth therein and pursuant to which the Owner has nominated CFT Investments 1 LLC (the “Head Owner”) (as the nominee of the Owner) pursuant to a nomination notice dated [●] 2018 to acquire title to, and take delivery of, the Vessel thereunder.
WHEREAS, the Owner, Sumitomo Mitsui Banking Corporation and the Head Owner, have entered into an Agreement to Acquire and Charter “CHAMPIONSHIP” (IMO No. 9403516) dated as of [●]2018 (as amended, supplemented or otherwise modified from time to time, the “Agreement to Acquire”) whereby the Head Owner has agreed to acquire the Vessel and bareboat charter the Vessel to the Owner and the Owner has agreed to cause title to the Vessel to be transferred directly to the Head Owner.
WHEREAS, the Owner, the Head Owner, the Time Charterer (as defined below) and the Charterer have entered into a multipartite agreement dated as of [●] 2018 (as amended, supplemented or otherwise modified from time to time, the “Multipartite Agreement”) whereby, inter alia, the Charterer agrees this Charter shall be subordinated to the Head Owner’s interests under the Bareboat Charter (as defined below).
WHEREAS, immediately subsequent to delivery of the Vessel under this Charter, the Vessel will be duly documented in the name of the Head Owner as owner thereof under the laws and flag of the Republic of the Marshall Islands (the “Flag State”) under Official No. 8217.
WHEREAS, the Head Owner has agreed to bareboat charter the Vessel to the Owner after its delivery on terms agreed between them (the “Bareboat Charter”) on the date of this Charter.
WHEREAS, upon delivery of the Vessel to the Owner under the Bareboat Charter, the Owner and the Charterer desire for the Owner to sub-bareboat charter the Vessel to the Charterer to be used to carry bulk cargoes.
WHEREAS, the Owner and the Charterer desire for the Charterer to let the Vessel out on hire under a time charter dated as of [●] 2018 in the form appended at Exhibit C hereto (as amended, supplemented or otherwise modified from time to time, the “Time Charter”) to the


Owner as time charterer (in such capacity, the “Time Charterer”) upon taking delivery of the Vessel hereunder, the Time Charter to be of equal duration to this Charter.
WHEREAS, as security for the due and punctual performance of, inter alia, the Charterer’s obligations under this Charter, Seanergy Maritime Holdings Corp. a company incorporated in the Republic of the Marshall Islands (the “Guarantor”), has guaranteed, inter alia, the obligations of the Charterer under this Charter pursuant to a guarantee dated [●] 2018 in favour of the Owner (as may be amended, supplemented or otherwise modified from time to time, the “Guarantee”).
WHEREAS, the Scrubber Amount (as such term is defined below) is held, or, as the case may be, is to be held, in an account (the “Escrow Account”) in the name of the Owner held with JPMorgan Chase Bank, N.A. (the “Escrow Bank”) and held, or, as the case may be, is to be held, in accordance with arrangements (the “Escrow Agreement”) agreed among, the Owner, the Charterer and the Escrow Bank.  The funds without limitation, including the Scrubber Amount, held by the Owner’s Bank pursuant to the Escrow Agreement in the Escrow Account from time to time less any interest accrued thereon, hereinafter the “Escrow Standing Amount”.
NOW THEREFORE, in consideration of the mutual promises, covenants and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Owner and the Charterer agree as follows:
1.   Condition Precedent.
It shall be a condition precedent to this Charter that the Head Owner shall have accepted and taken delivery of the Vessel under the MOA, and that the Owner shall have accepted and taken delivery of the Vessel under the Bareboat Charter failing which any and all obligations hereunder of either Party toward the other shall be null and void and of no effect.
2   Time Charter.
It is hereby agreed between the Parties that, upon the Owner’s confirmation to the Charterer of the delivery of the Vessel to the Owner under the Bareboat Charter, and the delivery of the Vessel hereunder, the Charterer and the Owner automatically without further action by either the Charterer or the Owner shall be deemed to have entered into the Time Charter.
3.   Charter Term.
(a) Subject to the terms and conditions of this Charter, the Owner hereby charters and demises to the Charterer and the Charterer hereby hires, and takes on demise, from the Owner, the Vessel.  Except as otherwise provided in this Charter, the term of this Charter (the “Charter Term”) shall continue from (x) the date of delivery of the Vessel to the Head Owner as nominee of the Owner by the Seller, delivery by the Head Owner to the Owner under the Bareboat Charter and delivery by the Owner to the Charterer hereunder in accordance with the terms of Section 4(a) (the date of such occurrence being herein called the “Delivery Date”) up to and through (y) the date falling sixty (60) months following the Delivery Date.


(b)  There shall be no extension of this Charter beyond the initial sixty (60) month term described in Section 3(a).
4.   Delivery; Redelivery.

(a)
Delivery.  (i) Delivery of the Vessel under this Charter will take place simultaneously with delivery of the Vessel by the Head Owner to the Owner under the Bareboat Charter.  For the avoidance of doubt, the Owner shall not be liable for any delay in delivery of the Vessel.  Delivery of the Vessel to the Owner by the Head Owner under the Bareboat Charter shall be deemed to constitute (i) full performance by the Owner of its obligations to deliver the Vessel to the Charterer hereunder (including, without limitation, in relation to the condition and/or class of the Vessel at delivery) and (ii) acceptance by the Charterer of the same.  The Vessel shall be delivered to the Charterer with all documentation relating to the operation of the Vessel and its equipment that the Owner receives from the Seller pursuant to the MOA and/or from the Head Owner pursuant to the Bareboat Charter, including, to the extent received by the Owner pursuant to the MOA, technical and operating manuals, construction drawings, specifications, repair records, classification reports, regulatory inspection records and approvals (collectively, the “Technical Documents”).  During the Charter Term, the Charterer shall be entitled to possession of the Technical Documents; provided, however, that the Owner and its designees shall be allowed reasonable access to and may make copies of the Technical Documents upon three (3) Business Days’ prior written notice to the Charterer.



(ii) The Owner has been assigned all of the rights and interests the Owner (as buyer) has or may have with respect to the Vessel under the MOA (the “Assigned Interests”).  The Owner hereby assigns to the Charterer such rights and interests as the Owner may have in the Assigned Interests and such assignment shall be co-extensive with the Charter Term.  The Charterer shall use due diligence to assert and enforce all such rights and interests.  Upon termination or expiration of this Charter (unless the Charterer acquires the Vessel pursuant to the terms and conditions of Section 12 of this Charter or, as the case may be, the Charterer (or, as the case may further be, the Charterer’s nominee) acquires the Vessel pursuant to the terms and conditions of clause 5.1 of the Multipartite Agreement), the Charterer shall be deemed to have automatically re-assigned all its rights, and interests in the Assigned Interests to the Owner.  The Charterer hereby re-assigns to the Owner any amounts payable to the Charterer by or for the account of the Seller (as a result of the assignment made in the second sentence of this Section 4(a) (ii), all of which amounts shall be paid to the Owner, provided that any sums the Charterer shall have paid or agreed to pay third parties for correcting the damage, defects or deficiencies in the Vessel shall be excluded from such re-assignment and such sums shall be paid to the Charterer and the Charterer shall use such sums solely to pay such third parties for correcting the damage, defects or deficiencies in the Vessel.
(iii) Without prejudice to Sections 4(d) and 4 (e)(i), on the Delivery Date, the Vessel shall be, or be deemed to be, in class without conditions or recommendations (other than as noted in the confirmation of class (or equivalent) delivered to the Owner and the Head Owner on the Delivery Date





(for the avoidance of doubt, the Charterer agrees and acknowledges that such confirmation of class (or equivalent) shall be the same declaration of class or class maintenance certificate as delivered by the Seller to the Head Owner pursuant to clause 6.1.14 of the MOA) and notwithstanding any such conditions or recommendations of class that may exist on the Delivery Date) and shall be classed with Bureau Veritas (“Classification Society”).  During the Charter Term, the Vessel shall remain classed with the Classification Society or, with the prior written consent of the Owner, which consent shall not be withheld or delayed unreasonably, another classification society that is a member of the International Association of Class Societies, and in the event that the Owner gives such written consent, as and from the date of the change in classification society all references to ‘Classification Society’ in this Charter shall be read and construed as meaning the Vessel’s new classification society as consented to by the Owner in such written consent.
(iv) THE OWNER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, TITLE OR THE DESIGN, CONDITION, MERCHANTABILITY, SEAWORTHINESS OF OR THE QUALITY OF THE MATERIAL, EQUIPMENT, OR WORKMANSHIP IN THE VESSEL, AS TO ITS FITNESS FOR A PARTICULAR PURPOSE OR ANY PARTICULAR TRADE, OR AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, AND THE OWNER FURTHER DISCLAIMS ALL OTHER LIABILITIES (AT COMMON LAW OR IN CONTRACT OR IN ADMIRALTY OR TORT OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, STRICT LIABILITY OR NEGLIGENCE IN ANY DEGREE).  THE VESSEL IS DELIVERED BY THE OWNER TO THE CHARTERER “AS IS, WHERE IS” AND WITH ALL FAULTS.

(b)
Redelivery.  The provisions respecting redelivery of the Vessel as set forth in Sections 4 (c), 4 (d)(ii), 4 (e), 4 (f), 4 (g) and 4 (h) shall not be applicable in the event that the Charterer acquires the Vessel pursuant to the terms and conditions of Section 12 (a) or 12 (b), as the case may be, and/or clause 5 of the Multipartite Agreement .

(c)
The Charterer shall, at its own cost and expense, following the termination of this Charter in accordance with Section 17(b)(i), redeliver the Vessel to the Owner at a location designated by the Owner and being reasonably acceptable to the Charterer.  Such location shall be an easily accessible location, recognised as a safe port within the following ranges dropping last outbound sea pilot or passing one safe port, Singapore / Japan range including People’s Republic of China or in the Owner’s option Skaw / Passero including UK/Med range any time day or night Sundays and Holidays included, with such location never to be within a Prohibited Country and always within International Navigation Limits.
The Charterer shall redeliver all Technical Documents to the Owner with the Vessel.  The Charterer shall also provide to the Owner prior to redelivery evidence of the most recent drydocking, inspection and related repairs required by this Charter, together with written confirmation by the Charterer that to the best of its knowledge and belief there has been no subsequent

damage, grounding, collision or other similar material event subsequent to such drydocking (or providing the details of any of such events that may have occurred).
Commencing upon a determination pursuant to Section 17 that the Vessel will be redelivered, and through the completion of redelivery, the Charterer will allow for and assist in making the Vessel available for inspection at ports of call thereafter by potentially interested purchasers or charterers of the Vessel, as requested by the Owner.  Any such inspection shall be without interference with or delay of the Vessel’s operations and without interference with the Vessel’s crew.
(d) Survey, Inventory and Inspection.
(i) On, or in the Owner’s option, prior to, the Delivery Date, the Charterer, at its own cost and expense, shall do a survey of the Vessel and its inventory.  The Owner agrees to accept such survey (the “On-hire Survey”) as the benchmark for the condition of the Vessel and the amount of inventory on the Vessel at the commencement of the Charter Term.  The Charterer hereby unconditionally agrees that the Vessel’s condition will be acceptable to it in all respects and in accordance with the terms of this Charter and the Charterer will have no claim against the Owner whatsoever in respect of any defects, damage or deficiencies and/or other items and/or matters resulting in and/or which are the subject of any recommendation or condition of class (“Deficiencies”) on the Delivery Date or otherwise identified during any UWI (as defined in Section 4 (d)(iv) (which, for the purposes of the On-hire Survey, the Parties shall ignore) during and/or after the Charter Term and/or following purchase of the Vessel by the Charterer.  If requested by the Owner, and at the Charterer’s expense, an underwater survey may be performed as part of the On-hire Survey.  Purchase of bunkers and fuel oil on board the Vessel at the time of delivery will be made in accordance with the terms of the Time Charter.
(ii) Following the termination of this Charter in accordance with Section 17(b)(i), the Owner shall appoint an independent marine surveyor, who is reasonably acceptable to the Charterer, for the purpose of determining and agreeing in writing the condition of the Vessel at the time of redelivery hereunder (the “Off-hire Survey”) as well as a plan to implement any correction of any deficiencies construed by the surveyor to exceed normal wear and tear.  The expenses for the independent surveyor for such survey shall be paid by the Charterer.  Such survey will include, but not be limited to, an inventory of all consumables, stores, spare parts and equipment on board the Vessel and ashore; a monetary valuation of such inventory; a general condition survey of the Vessel including photographic or videotape records; an inspection of class records; and an inspection of maintenance records.  If requested by the Owner, and at the Charterer’s own cost and expense, an underwater survey may be performed as part of the Off-hire Survey.
(iii) The On-hire Survey report and the Off-hire Survey report (if any), when agreed, shall be deemed to be incorporated into this Charter by reference.


(iv) At the request of the Owner, the Charterer shall at its own cost and expense arrange for an underwater inspection of the Vessel (the “UWI”) on 3 November 2018 at / in Rizhao, China to be performed by a diver approved by the Classification Society and in the presence of a Classification Society surveyor arranged for by the Charterer and paid for by the Charterer.  The Owner’s and the Head Owner’s representative(s) shall have the right to be present at the UWI as observer(s) only without interfering with the work or decisions of the Classification Society surveyor.  The extent of the UWI and the conditions under which it is performed shall be to the satisfaction of the Classification Society.  Any Deficiencies discovered during the UWI shall be rectified by the Charterer pursuant to Section 7(b).  If the Vessel’s rudder, propeller, bottom or other underwater parts are found broken, damaged or defective (but excluding any fouling or marine growth) during the UWI and such breakage, damage or defects do not constitute Deficiencies, the Charterer shall at the Charterer’s own cost and expense promptly remedy such breakage, damage or defect to the Owner’s and the Head Owner’s satisfaction (such satisfaction at the Owner’s and the Head Owner’s sole discretion) but without unreasonably interfering with the Time Charterer’s use or operation of the Vessel.  If any fouling of and/or marine growth on the Vessel’s rudder, propeller, bottom or other underwater parts is discovered during the UWI, and the extent of such fouling and/or marine growth is greater than would reasonably be expected to have accumulated on a hull of similar type, size and age to the Vessel’s hull up to the date of the UWI, the Charterer shall, at the Charterer’s own cost and expense but without unreasonably interfering with the Time Charterer’s use or operation of the Vessel, promptly (and in all events at the next drydocking of the Vessel or such earlier date as required by the Classification Society and/or United States Coast Guard (as applicable and as the case may be)) clean such fouling and/or marine growth to the Owner’s and the Head Owner’s reasonable satisfaction.
(e) Redelivery – Condition.
(i) The Charterer agrees that on redelivery of the Vessel, the Vessel, its tackle, apparel, equipment and other appurtenances shall be clean, suitable, and in the same or as good order and condition and class as when delivered, fair wear and tear excepted, not affecting class excepted, and in all respects shall be seaworthy.  For the avoidance of doubt, any Deficiencies shall be rectified and made good in all respects by the Charterer as required by the Classification Society and in any event prior to the date of redelivery of the Vessel by the Charterer to the Owner and the Vessel shall be redelivered to the Owner in class without any recommendation or condition of class.  The Charterer further agrees that on redelivery of the Vessel (A) the Vessel will be re-delivered cargo free with holds and storage places cargo-free, clean and swept ready to load cargo, (B) the Vessel shall be capable of carrying the highest possible quality cargo according to class and Vessel specifications, (C) all food storage and preparation areas will be cleaned, sanitized, dry and ready for immediate operation, and (D) the Vessel shall be capable of operating for its intended use as a vessel of its type, size and age and subject to any subsequent alterations as provided by Section 8.
(ii) The Charterer agrees that upon redelivery of the Vessel (A) the Vessel shall have all valid trading, class and class related certificates in place



and up to date, which shall have not less than twelve (12) months’ validity remaining (B) there shall be not less than twelve (12) months remaining prior to the next special survey and dry docking of the Vessel as required by the Classification Society, such twelve (12) month period being without any consideration to any extension granted by the Classification Society, and (C) the Vessel shall have installed thereon all spares required by the Classification Society and by all regulatory authorities having jurisdiction over the Vessel.  The Charterer further agrees that in the event of the redelivery of the Vessel by the Charterer to the Owner, it is understood and agreed that the Vessel shall be redelivered after having successfully completed a ten (10) year special survey and her latest scheduled intermediate survey following such ten (10) year special survey prior to such redelivery.  The Charterer further agrees that, if at the time of redelivery of the Vessel by the Charterer to the Owner, the Flag State, the Classification Society, any other applicable classification societies and/or certifying authorities, and/or any regulatory or governmental agencies or authorities having jurisdiction over the Vessel and its equipment (or the area where the Vessel is operating from time to time), including, if applicable, the United States Coast Guard (each, a “Competent Authority”), requires a ballast water treatment system to have been, or, as the case may be, to be, installed and maintained on the Vessel (including any extensions granted by any Competent Authority) either (Y) by the date of redelivery of the Vessel by the Charterer to the Owner or (Z) by any date within the period beginning from the date of redelivery of the Vessel by the Charterer to the Owner and ending on the first anniversary of the date of redelivery of the Vessel by the Charterer to the Owner, the Vessel shall be redelivered to the Owner with her ballast water treatment system installed and maintained in full compliance with such requirements.  Notwithstanding Section 4 (b) above, the Charterer agrees that it shall not at any time during the Charter Term or upon redelivery of the Vessel to the Owner, or, as the case may be, the Head Owner, without the Head Owner’s and the Owner’s prior written consent (such consent at the Head Owner’s and Owner’s sole discretion), seek from any Competent Authority any waiver, permission to delay implementation, or supplemental or additional permission (including, without limitation, any request for an extension of any existing waiver or permission) to delay implementation of any requirement of such Competent Authority as to the installation and/or maintenance of a ballast water treatment system on the Vessel.  The Charterer further agrees that upon redelivery, the Vessel shall be in full compliance with all applicable International Maritime Organization (“IMO”) rules and regulations, including all applicable sulfur emissions standards, with which the Vessel is required to comply at the time of redelivery.
(iii) Without prejudice to the remedies available to the Owner pursuant to Section 17(b), the Charterer further agrees that upon redelivery of the Vessel by the Charterer to the Owner following the termination of this Charter in accordance with Section 17(b)(i), the Charterer shall fully indemnify the Owner against, and reimburse the Owner for, and the Charterer shall pay no later than thirty (30) days after the Owner’s demand, the Owner for any and all costs incurred by the Owner (including, if applicable, the resolution of any Deficiencies) in connection with: (A) the Vessel’s ten (10) year special survey and her latest scheduled intermediate survey following such ten (10) year special survey; (B) the Vessel’s ballast water treatment


system to the extent that it does not comply with the requirements specified under Section 4(e)(ii) above; and (C) the Approved Scrubber to the extent that it does not comply with the requirements specified under this Charter, including Section 6(g).
(iv) The Charterer agrees that upon re-delivery, the functional and operating integrity of all machinery and equipment of the Vessel shall be verified and approved by an independent marine surveyor designated by the Owner.

(f)
Redelivery – Certificates.  The Charterer agrees that upon redelivery the Vessel will meet the complete requirements of, and be certificated at, RightShip 3-star level or any replacement thereof.

(g)
Redelivery – Access.  Following the termination of this Charter in accordance with Section 17(b)(i) and during the last six (6) months of the Charter Term, the Charterer shall permit access to the Vessel at reasonable times to the Owner and to persons designated by the Owner, and shall permit the inspection of the Vessel by such persons.

(h)
Redelivery Inventory.  The Charterer shall redeliver the Vessel with the same amount of unbroached provisions, paints, oils, ropes, spare parts and equipment, and other unused consumable stores as are on board and ashore at the commencement of the Charter Term as determined pursuant to the inventory conducted as part of the On-hire Survey.  In the event consumable stores are greater at redelivery than at delivery, the Charterer may remove the excess.  Notwithstanding any term or condition of the Time Charter, all bunkers and fuel oil onboard the Vessel at the time of redelivery shall remain the property of the Owner.  Title to lubricants on board the Vessel at the time of redelivery shall be deemed to transfer to the Owner at the time of redelivery and the Owner shall not be obliged to pay for such lubricants.

(i)
Documentation.  The Parties agree that on the Delivery Date, the Vessel shall be duly documented in the name of the Head Owner as owner thereof under the laws and flag of the Flag State.  The Owner shall be responsible for such registration and the Charterer shall promptly provide all assistance required by the Owner for the purposes of such registration.  The Charterer shall be responsible for naming the Vessel and for paying for initial Flag State documentation and maintaining such due documentation throughout the Charter Term, at the Charterer’s own cost and expense, provided, the Owner agrees that the Owner will reasonably cooperate with the Charterer in establishing and maintaining such Flag State documentation.  The Charterer shall also pay all the Flag State fees associated with initial documentation and any annual Flag State fees required to maintain documentation or the Head Owner’s foreign maritime entity status.  The Charterer shall not suffer or permit anything to be done which might injuriously affect the entitlement of the Vessel to be documented under the laws and regulations of the Flag State.
5. Charter Hire.
(a) Charter Hire.



(i) Basic Charter Hire.  The Charterer shall pay to the Owner charter hire for the Vessel during the Charter Term (“Basic Charter Hire”):

(1)
at the applicable rate per day set forth in Exhibit A, Part 1 hereto from and including the Delivery Date (“First Daily Charter Hire Rate”) on (y) each Charter Hire Payment Date until [•] November 2019; and (z) any other date as provided for under this Charter; and

(2)
at the applicable rate per day set forth in Exhibit A, Part 2 hereto from and including [•] November 2019 (“Second Daily Charter Hire Rate”) on (y) each Charter Hire Payment Date from and including [•] November 2019]; and (z) any other date as provided for under this Charter.
(the First Daily Charter Hire Rate and the Second Daily Charter Hire Rate, each a “Daily Charter Hire Rate”)
In the event that the Scrubber Amount (as such term is defined below) exceeds the Scrubber Cost (as such term is defined below) (the amount of such excess, the “Scrubber Excess”) and provided that the Charterer is not obliged under this Charter to pay any Scrubber Refund, or is otherwise in default under this Charter, then no later than the Charter Hire Payment Date immediately following 1 April 2020, the Owner shall calculate (and which calculation shall be binding on the Charterer absent manifest error) the amount by which the Second Daily Charter Hire Rate shall be reduced to reflect the Scrubber Excess (such revised rate, the “Revised Second Daily Charter Hire Rate”) and the Purchase Prices and Loss Values as set forth in Exhibit A-1 (such revised Purchase Prices and Loss Values, the “Revised PP & LV”) and provide revised Exhibits A and A-1.  The Revised Second Daily Charter Hire Rate and the Revised PP & LV set out in such revised Exhibits A and A-1 shall be applicable from and including the Charter Hire Payment Date immediately following 1 April 2020, and from and including the Charter Hire Payment Date immediately following 1 April 2020, all references to the Second Daily Charter Hire Rate, Purchase Price and Loss Value shall be read and construed accordingly.
(ii) Additional Hire.  All amounts (other than Basic Charter Hire) to be paid by the Charterer to the Owner under this Charter, and all indemnities, fees, costs and other expenses whatsoever incurred by: (A) the Owner under, or in connection with, the Transaction Documents (or any of them) and the transactions contemplated thereby; and (B) by the Head Owner under, or in connection with, this Charter, the Bareboat Charter, the Multipartite Agreement and the transactions contemplated thereby, shall be deemed “Additional Hire”.  Basic Charter Hire and Additional Hire are collectively called “Charter Hire”.  For the purpose of this Charter, “Transaction Document” means each of this Charter, the Multipartite Agreement, the Guarantee, the Escrow Agreement, the Scrubber Supply Contract Assignment and the Cash Collateral Account Charge (as defined below).


(iii) Partial Months.  If the Charterer is required by the terms of this Charter to pay Charter Hire to the Owner on a date other than a Charter Hire Payment Date defined in Section 5(a)(iv) below, the Charter Hire payable for the period from the immediately preceding Charter Hire Payment Date through such date shall be payable at a daily rate equal to the applicable Daily Charter Hire Rate multiplied by the actual number of days for which Charter Hire is payable.
(iv) Charter Hire Payments.  Payments of Charter Hire shall be paid in United States currency to such account and in such manner as may be designated in writing by the Owner from time to time.  Basic Charter Hire shall be paid monthly in arrears on the day numerically corresponding to the day of the Delivery Date occurring in each month during the Charter Term following the month in which the Delivery Date occurs (each, a “Charter Hire Payment Date”); and provided further that if the Charter Hire Payment Date does not fall on a day on which banks are open for business in London, New York, Athens and Geneva (a “Business Day”), the applicable Charter Hire Payment Date shall be the next following Business Day (unless that day would be in the next calendar month, in which case it shall fall on the preceding Business Day).
(v) Default Interest.  In the event that any Basic Charter Hire or Additional Hire payable by the Charterer is not paid on the due date thereof, interest shall accrue on such unpaid amount from and including the date that falls two (2) days after the due date of the unpaid amount to and excluding the date of payment thereof at the Default Rate (as defined below).  Any such accrued interest shall be Additional Hire and shall be payable upon demand.
(vi) Escrow Fees.  The Owner and the Charterer agree that (notwithstanding the reference under the Escrow Agreement to joint and several liability of the Owner and the Charterer for the fees (and any taxes thereon) of the Escrow Bank payable pursuant to the Escrow Agreement) all fees (and / or any taxes thereon) payable to the Escrow Bank pursuant to the Escrow Agreement shall be paid in such proportions as follows: (i) one half (1/2) by the Owner; and (ii) one half (1/2) by the Charterer.  If the Owner shall have paid any part of such fees (and / or any taxes thereon) on behalf of the Charterer, the Charterer shall promptly reimburse the Owner for the full amount of such fees (and / or any taxes thereon) payable by the Charterer in accordance with the previous sentence.

(b)
Hell or High Water Charter Obligation.  This Charter may not be cancelled or terminated, except in accordance with the express provisions of this Charter and the Multipartite Agreement, for any reason whatsoever.  The Charterer shall have no right to be released, relieved or discharged from any obligation or liability hereunder except as set forth in explicit provisions of this Charter.  Except as hereinafter provided, the Charterer’s obligation to pay Charter Hire hereunder shall be absolute during the term of this Charter irrespective of any contingency whatsoever, including, but not limited to (i) any set-off, counterclaim, recoupment, defense or other right which either Party may have against the other; (ii) any failure of the Vessel to meet the required condition of delivery under the MOA and/or any failure of the Vessel to meet any operational standards set forth in the MOA; (iii) any damage to, destruction or


taking of the Vessel, any requisition of use, any inability of the Vessel to trade in any particular trade, any temporary unavailability of the Vessel by reason of any damage to the Vessel, any lay-up of the Vessel, any failure of the Vessel to be duly documented in the Flag State, or any defect in the Owner’s title to the Vessel; (iv) any failure on the part of any Party, whether with or without fault on its part, in performing or complying with any of the terms or covenants hereunder; (v) any insolvency, bankruptcy, reorganization, arrangement, readjustment of debt, dissolution, liquidation or similar proceeding by or against the Charterer or the Guarantor or any other person; (vi) any invalidity or unenforceability, or lack of due authorization of or defect in the execution, of this Charter; (vii) any War Risks; (viii) any event of force majeure or frustration; (ix) the installation of the Approved Scrubber on, or incorporation of the Approved Scrubber in, the Vessel or any other matter related to the Approved Scrubber; and (x) any other reason whatsoever.  Nothing contained in this Section 5(b) shall be deemed to hinder or prevent the Charterer from pursuing any claim the Charterer may have against the Owner for damages for the Owner’s breach of its express obligations under this Charter.
For the purposes of this Charter:
Default Rate” shall mean, for any day, a rate of interest per annum equal to the lesser of (i) LIBOR in effect on such day plus eight and one-half percent (8.5 %) and (ii) the maximum rate permitted by applicable law.
LIBOR” shall mean, as of any day, (i) the applicable 30-day London interbank offered rate per annum for deposits in U.S. Dollars appearing on Bloomberg LIBO Page as of 11:00 a.m., London time on such day for deposits in U.S. dollars or (ii) if such Bloomberg LIBO Page rate is not available at such time for any reason, or if the Bloomberg LIBO Page is not available, the applicable 30-day London interbank offered rate per annum for deposits in U.S. Dollars appearing on pages LIBOR01 or LIBOR02 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters) as of 11:00 a.m., London time on such day for deposits in U.S. dollars.  If such Thomson Reuters page or service ceases to be available or if such rate ceases to be available, the Owner may specify another page or service displaying the relevant rate or, as the case may be, a replacement rate after consultation with the Charterer.  If LIBOR for any day determined pursuant to the preceding sentences is less than zero, LIBOR for that day shall be deemed to be zero.
(c) Cash Collateral.
(i) The Owner acknowledges that as and from the Delivery Date, due to agreements reached in the MOA, the Owner shall be in receipt of a security deposit from the Seller in an amount of United States Dollars One Million Six Hundred Thousand (US$1,600,000) (the “Cash Collateral Amount”) which shall act as security for the Charterer’s due and punctual performance of its obligations under this Charter.


(ii) The Owner agrees that it will promptly release in full the Cash Collateral Amount to an account (the “Cash Collateral Account”) of the Charterer with Joh. Berenberg, Gossler & Co. KG (or such other bank acceptable to the Owner (such acceptability in the Owner’s sole discretion) (the “Account Bank”) following receipt of a written instruction from the Charterer to do so and PROVIDED ALWAYS that (A) such account is pledged in favour of the Owner on terms satisfactory to the Owner (such satisfaction in the Owner’s sole discretion), as security for the due and punctual performance of the Charterer’s obligations under, inter alia, this Charter, by an account pledge by the Charterer in favour of the Owner in the name of the Charterer (such account pledge, the “Cash Collateral Account Charge”) and that (B) the Charterer shall have delivered to the Account Bank a notification of pledges under the Cash Collateral Account Charge, such notification in form and substance acceptable to the Owner (such acceptability in the Owner’s sole discretion); and (C) that the Account Bank has given to the Owner an acknowledgement of the pledges under the Cash Collateral Account Charge, such acknowledgement in form and substance acceptable to the Owner and the Account Bank (such acceptability in the Owner’s and the Account Bank’s sole discretion).  Any fees and/ or bank charges of the Owner’s bank or the Account Bank in connection with the payment to, or the holding in, the Cash Collateral Account of the Cash Collateral Amount shall be payable by the Charterer.  If the Owner shall have paid any such fees and/or bank charges, the Charterer shall promptly reimburse the Owner for the full amount of such fees and bank charges.
For the purposes of this Charter:
Charter Security” shall mean, together, the Cash Collateral Account Charge, the Guarantee, the Scrubber Supply Contract Assignment and any Additional Security (as defined in Section 17 (b)).
(iii) If the Charterer is entitled to purchase the Vessel pursuant to the terms of clause 5.1 of the Multipartite Agreement and the Vessel is to be acquired by the Charterer pursuant to such terms, notwithstanding the terms of this Charter and any Charter Security, the Owner agrees to permit the release of the Cash Collateral Amount (less, where applicable, the Outstanding Balance (as defined in Section 17(c))) so that the same shall be applied directly in part payment of the Purchase Option Amount (as defined in the Multipartite Agreement) and within the time frames required for payment of the Purchase Option Amount as set out in the Multipartite Agreement, provided that such application shall only occur immediately after the Charterer pays that part of the Purchase Option Amount not funded from the Cash Collateral Amount.
6.     Use; Operations

(a)
Subject to the provisions of Section 6(e), the Charterer may operate the Vessel worldwide, provided: (i) the Charterer shall only use the Vessel in the territorial waters of nations which recognize the rights of vessels registered in the Flag State; (ii) the Vessel shall be used only in locations where the Vessel’s operating specifications allow it to operate safely; (iii) the Vessel shall be employed only in lawful activities under the laws of the United States



and any authority having jurisdiction over the Vessel; and (iv) the Vessel shall always be operated within its technical capacities and certification, manufacturer’s warranties, and within the limits of its insurance coverage.

(b)
The Charterer shall comply with and satisfy (and to the extent required, have on board certificates evidencing its compliance with) all provisions of any applicable law, treaty, convention, regulation, proclamation, rule or order applicable to the Vessel, its use, operation, maintenance, repair or condition, including, but not limited to, all applicable IMO rules and regulations, including all applicable sulfur emissions standards, any financial responsibilities imposed on the Charterer or the Vessel with respect to pollution by any state or nation or political subdivision thereof and shall maintain all certificates or other evidence of financial responsibility and a vessel spill response plan required under the United States law approved by the relevant authority and evidence of their approval by the appropriate United States government entity (including, but not limited to, the United States Coast Guard) as may otherwise be required by any such law, treaty, convention, regulation, proclamation, rule or order with respect to the operations and trading in which the Vessel is from time to time engaged.

(c)
The Charterer (including by its Vessel managers) shall have sole responsibility as owner and as technical and commercial operator under all Environmental Laws and under certificates of financial responsibility and vessel spill response plans.

(d)
Without prejudice to the generality of Section 6(b) above, the Charterer and the Vessel shall comply with all Environmental Laws including but not limited to the requirements of the United States Coast Guard (as amended from time to time)

(e)
The Charterer covenants and agrees that the Vessel will not (i) be chartered (or sub-chartered) to a Prohibited Person unless authorized under a specific license issued by the U.S. Treasury Department Office of Foreign Assets Control (“OFAC”), (ii) make voyages to or from any Prohibited Country unless authorized under a specific or general license issued by OFAC, or (iii) be allowed to carry any cargo from or destined to a Prohibited Country unless authorized under a specific or general license issued by OFAC.

(f)
The Charterer covenants and agrees that it will conduct its businesses and manage its properties (including, but not limited to, operation of the Vessel) in compliance with all applicable anti-money laundering laws, rules and regulations.

(g)
Scrubber.
(i)   The Charterer agrees to arrange for the Approved Scrubber to be installed on the Vessel during 2019 and by no later than 31 December 2019, such installation, and the operation of the Approved Scrubber as at the date on which the installation of the Approved Scrubber on the Vessel is completed, to be in full compliance with all Relevant Laws applicable as at the date on which the installation of the Approved Scrubber on the Vessel is completed and the requirements of this Charter.  Notwithstanding any other



provision of this Charter to the contrary, following such installation and throughout the remainder of the Charter Term, the Approved Scrubber shall be maintained and operated by the Charterer in full compliance with all Relevant Laws applicable from time to time and in good running order, repair and condition in accordance with first class commercial ship management practices and in any event in a manner that a prudent ship owner of vessels similar in age, type, equipment (including exhaust emission abatement systems of a type similar to the Approved Scrubber) and trade to the Vessel (with, for the avoidance of doubt, the Approved Scrubber installed on board in accordance with this Charter) would.  Following such installation, the Vessel shall be redelivered with the Approved Scrubber duly installed and maintained by the Charterer in full compliance with all Relevant Laws and this Charter.
(ii)   Promptly and in any event no later than five (5) days after any
request by the Owner, the Charterer shall provide to the Owner any information or documents that the Owner may require as to the planned installation of the Approved Scrubber (including as to schedule), the progress of the installation of the Approved Scrubber and the installation and operation of the Approved Scrubber being in accordance with all requirements of this Charter, and all Relevant Laws.
(iii)   The Charterer shall procure that the Installer permits the Owner throughout the period during which the Approved Scrubber is being installed, to have up to two (2) representatives (at the Owner’s cost) (and each of which representatives shall be acquainted with exhaust emission abatement system installation and operation) present at the Shipyard, to observe and survey installation of the Approved Scrubber.  Such representatives shall also be entitled to attend surveys, shop tests and trials.  The Charterer shall provide all necessary assistance, including in arranging for any permits or authorisations required, to enable the Owner’s representatives to so attend and the Charterer shall procure that the Installer shall extend all facilities and resources (including all necessary information and access) to the Owner’s representatives to enable them to perform their role effectively.
In the event that the Owner’s representatives discover anything (including construction methods, materials and workmanship) which does not or will not, in the Owner’s reasonable belief, conform to the requirements of any Scrubber Contract or the Scrubber Specifications, the Owner shall notify the Charterer in writing of such nonconformity, and the Charterer shall promptly give the Installer, or, as the case may be, the Manufacturer, a notice in writing as to such nonconformity in accordance with the relevant Scrubber Contract.  The Charterer shall procure that the Installer and the Manufacturer comply with their obligations under the relevant Scrubber Contracts in respect of any such non-conformities, and the Charterer shall take all necessary steps to procure that the Approved Scrubber is, in any event, installed and operational on the Vessel in accordance with all Relevant Laws and the requirements of this Charter.
(iv)  No later than ten (10) days after the date on which the Owner receives from the Charterer evidence satisfactory to the Owner (such satisfaction in the Owner’s sole discretion) as to:



(1)
the amount and correctness of any instalment paid by the Charterer under the Scrubber Supply Contract and evidence of the payment by the Charterer of such instalment, and subject to the Owner being satisfied (such satisfaction in the Owner’s sole discretion) that the Approved Scrubber will be or, as the case may be, is, in full compliance with the requirements of this Charter and the Relevant Laws applicable as at the date on which the installation of the Approved Scrubber on the Vessel is completed, the Owner agrees to reimburse, or, as the case may be, procure that the Escrow Bank releases to, the Charterer for an amount equal to such instalment paid by the Charterer under the Scrubber Supply Contract (each such payment by the Owner to the Charterer under this Section 6(g)(iv)(1), a “Scrubber Supply Payment”); and

(2)
as to the payment by the Charterer of all amounts due and payable under the Scrubber Installation Contract and provided that (A) the Owner is satisfied (such satisfaction in the Owner’s sole discretion) that the Approved Scrubber has been installed on the Vessel in full compliance with the requirements of this Charter and the Relevant Laws applicable as at the date on which the installation of the Approved Scrubber was completed and (B) that the Vessel has left the Shipyard, the Owner agrees to reimburse, or, as the case may be, procure that the Escrow Bank releases to, the Charterer for an amount equal to the amount paid by the Charterer under the Scrubber Installation Contract (the payment by the Owner to the Charterer under this Section 6(g)(iv)(2), the “Scrubber Installation Payment”).
(v)  Notwithstanding any other provision of this Charter, the aggregate total of the Scrubber Payments, (such aggregate total, the “Scrubber Cost”) shall never exceed an amount equal to the Scrubber Amount less any Direct Payments.
(vi)  Notwithstanding any other provision of this Charter or the MOA:

(1)
the Owner shall be under no obligation to pay to the Charterer any sum in respect of the Approved Scrubber; and

(2)
the Charterer shall pay to the Owner, and the Owner shall have received in clear and immediately available funds, no later than 17 November 2019, an amount equal to the aggregate of all Scrubber Payments (such payment by the Charterer to be without set-off or deduction) (the “Scrubber Installation Refund”),


if, as at [•1 November 2019, the installation of the Approved Scrubber has either not commenced, or, as the case may be, has commenced (the determination as to whether the installation of the Approved Scrubber has commenced shall be in the Owner’s sole discretion) but the Owner determines (such determination in its sole discretion) that the installation of the Approved Scrubber will not be completed by 31 December 2019, that the Approved Scrubber will not be approved by the Classification Society, that the installation of the Approved Scrubber will not be approved by the Classification Society and / or that the Approved Scrubber will not be fully operational in accordance with all Relevant Laws applicable as at [•1 November 2019 and all requirements of this Charter by 31 December 2019.
(vii)  Notwithstanding any other provision of this Charter or the MOA:

(1)
the Owner shall be under no obligation to pay to the Charterer any sum in respect of the Approved Scrubber; and

(2)
the Charterer shall pay to the Owner, and the Owner shall have received in clear and immediately available funds, no later than 14 January 2020, an amount equal to the aggregate of all Scrubber Payments (such payment by the Charterer to be without set-off or deduction) (the “Scrubber Completion Refund”),
if the Approved Scrubber is not fully installed, approved by the Classification Society and fully operational on the Vessel in accordance with all Relevant Laws applicable as at 31 December 2019 and all requirements of this Charter by 31 December 2019 (the determination as to whether the Approved Scrubber has been fully installed and / or is fully operational in accordance with all Relevant Laws and all requirements of this Charter shall be in the Owner’s sole discretion).
(viii)  For the avoidance of doubt, the Parties agree that:

(1)
following its installation on the Vessel in accordance with this Charter, the Approved Scrubber shall, for all purposes of this Charter and the Multipartite Agreement, be deemed to be a Non-Severable Modification (as such term is defined in Section 8 (e)(i);

(2)
all fees and charges incurred by the Owner by reason of any Scrubber Payment shall be paid for by the Charterer;



(3)
notwithstanding any other provision of this Charter to the contrary, the Owner shall not be obliged to reimburse, or, as the case may be, cause the release by the Escrow Bank, to the Charterer any amount in respect of the Approved Scrubber until such time as:

a)
the Manufacturer shall have given to the Charterer, with copy to the Owner, a consent to assignment (such consent to be in the form and terms set out in Appendix H of the MOA or such other form and / or terms acceptable to the Owner (such acceptability in the Owner’s sole discretion);

b)
the Charterer shall have delivered to the Manufacturer, with copy to the Owner, a notice of assignment in the form and on the terms appended at Part I of Schedule 1 to the Scrubber Supply Contract Assignment; and

c)
the Owner shall have received from the Manufacturer an acknowledgement of assignment in the form and on the terms appended at Part II of Schedule 1 to the Scrubber Supply Contract Assignment.

(4)
the Charterer shall not be entitled to install on the Vessel any exhaust emission abatement system which is not the Approved Scrubber; and

(5)
to the extent that the Scrubber Amount exceeds the Scrubber Cost, the excess shall be retained by the Owner.

(h)
The Owner acknowledges that as and from the Delivery Date, due to agreements reached in the MOA, the Owner shall be in receipt of a cash deposit from the Seller in an amount equal to the Scrubber Amount.  The Owner agrees to release in full the Scrubber Amount to the Escrow Account provided that the Escrow Agreement shall have been entered into among the Owner, the Charterer and the Escrow Bank and that the Escrow Account shall have been opened by the Escrow Bank.
For the purposes of this Charter:
Approved Scrubber” means the exhaust emission abatement system to be installed on the Vessel and approved in writing by the Owner and the Head Owner prior to its installation on the Vessel (such approval in the sole discretion of the Owner and the Head Owner), and as such system is more particularly described in the Scrubber Supply Contract.
Direct Payment” means any payment that the Owner may make directly to the Installer, the Manufacturer or any other person (excluding, for these purposes only, the Head Owner)


pursuant to the Scrubber Supply Contract Assignment or otherwise in relation to the installation of the Approved Scrubber on the Vessel.
Environmental Claim” means (a) enforcement, clean-up, removal or other governmental or regulatory action or orders or claims instituted or made pursuant to any Environmental Laws or resulting from a Spill; or (b) any claim, proceeding, formal notice or investigation by any other person in respect of any Environmental Law or relating to a Spill.
Environmental Law” means all laws, regulations and conventions concerning pollution or protection of human health or the environment (including without limitation, the United States Oil Pollution Act of 1990, United States Comprehensive Environmental Responses, Compensation and Liability Act and any comparable United States federal laws or laws of the individual States of the United States of America).
Government Authority” shall be construed to include the Flag State, the Classification Society, any other applicable classification societies and/or certifying authorities, the IMO and any supranational, international, national, regional, state, municipal, local or other government or organisation, including any subdivision, agency, board, department, commission or authority thereof, including any harbour, port, marine or administrative authority, or any quasi-governmental organisation therein having jurisdiction over the Owner, the Charterer, the Vessel (including the Approved Scrubber) and/or the area where the Vessel is operating , as the case may be, from time to time.
Installer” means Yiu Lian Dockyards (Shekou) Limited, a company incorporated pursuant to the laws of the People’s Republic of China and with an office at Yiu Lian Dockyards (Shekou) Wharfage, Mawan Avenue North, Qianhai, Nanshan District, Shenzhen, Guangdong, People’s Republic of China.
Manufacturer” means Hyundai Materials Corporation, a corporation organised and existing under the laws of Korea having its principal office at 9F Shin-An Bldg., 512,. Teheran-Ro, Gangnam-gu, Seoul 06179, Korea.
Prohibited Country” means (a) any state, country or jurisdiction which is subject to any United Nations Security Council Resolution, European Union Decision, United States or United Kingdom or other applicable law which would have the effect of prohibiting the sale, lease, charter, or voyage of the Vessel to or from such country or otherwise cause the Head Owner, the Owner or the Charterer, to be in contravention of any applicable law to which such party is subject; (b) any country to which voyages are not covered under the insurances required to be maintained by the Charterer herein; or (c) any country which the Owner determines now or in the future due to a change in law or circumstances that voyages to such country would materially prejudice the Owner’s ability to repossess the Vessel, or enforce the remedies or realize the benefit of the liens and rights established under this Charter.  The Owner hereby designates Cuba, Iran, Syria, Sudan and North Korea as Prohibited Countries, as of the date of this Charter.
Prohibited Person” means any individual or entity: (a) with whom the Head Owner or the Owner is prohibited or restricted in engaging in transactions or exporting goods or services to under applicable law; (b) who is a resident of, or organized under the laws of or doing business in any Prohibited Country; (c) who is designated on any United Nations Security Council Resolution or any European Union or United States or United Kingdom list, order, or other published designation of terrorists, narcotics traffickers, proliferators of weapons of


mass destruction or other lists of barred or restricted entities or individuals including without limitation the U.S. Treasury Specially Designated Nationals List.
Relevant Law” means (a) any law, decree, constitution, regulation, requirement, rule, authorisation, judgment, injunction or other directive of a Government Authority; or (b) any treaty, pact or other agreement to which any Government Authority is a signatory or party; or (c) any judicial or administrative interpretation with binding characteristics, in each case, which is applicable to the Vessel, the Owner, the Charterer, and / or the area where the Vessel is operating from time to time, as the case may be.
Scrubber Amount” has the meaning ascribed to it in the MOA.
Scrubber Contract” means, as the case may be, the Scrubber Installation Contract or the Scrubber Supply Contract
Scrubber Installation Contract” means the agreement dated [•] 2018 entered into between the Charterer and the Installer pursuant to which, inter alia, the Installer has agreed to install on the Vessel the Approved Scrubber.
Scrubber Payment” means, together, all Scrubber Supply Payments and the Scrubber Installation Payment.
Scrubber Refund” means, as the case may be, any Scrubber Completion Refund or Scrubber Installation Refund.
Scrubber Supply Contract” means the agreement dated 28 September 2018 and entered into between the Charterer and the Manufacturer pursuant to which, inter alia, the Manufacturer has agreed to supply to the Charterer the Approved Scrubber and to provide engineering support while the Approved Scrubber is being installed on the Vessel by the Installer, a true, correct and complete copy of which is attached at Exhibit D.
Scrubber Supply Contract Assignment” has the meaning ascribed to it in the MOA.
Scrubber Specifications” means the specifications of the Approved Scrubber set out in the Scrubber Supply Contract or such other specifications of the Approval Scrubber as may be approved in writing by the Owner and the Head Owner prior to the Approved Scrubber’s installation on the Vessel (such approval in the sole discretion of the Owner and the Head Owner).
Shipyard” means the Installer’s Zhoushan shipyard or such other location for the installation of the Approved Scrubber on the Vessel by the Installer, such location as approved in writing by the Owner prior to commencement of the installation of the Approved Scrubber on the Vessel (such approval in the sole discretion of the Owner).
Spill” means the leakage, spillage or discharge of oil or cargo.
7.   Maintenance and Operation.

(a)
Charterer’s Control and Expenses.  During the Charter Term, the Charterer shall have exclusive control of the Vessel and shall be solely responsible for the maintenance and operation of the Vessel and, subject to the terms of this Charter, will operate, navigate, man and victual the Vessel at its own cost and



expense.  The Charterer shall pay all charges and expenses of every kind and nature whatsoever incident to the use and operation of the Vessel under this Charter throughout the Charter Term.  Such costs and expenses shall include, but not be limited to, those relating to (w) customs duties, bonds, work permits, fees, licenses, clearances, pilotage fees, wharfage fees, canal fees and costs, or similar charges incurred in connection with the importation, exportation, operation or navigation of the Vessel by the Charterer, (x) maintaining all the Vessel’s trading certificates necessary for its operations and all other certificates required by the Flag State (or other governmental agencies or regulatory authorities having jurisdiction over the Vessel (or the area where the Vessel is operating from time to time) including, if applicable, the United States Coast Guard), (y) maintaining the Vessel, the Vessel’s machinery, appurtenances and spare parts in the condition required under Section 7(b) and the requirements of any applicable classification societies and other regulatory agencies having authority over the Vessel, and (z) supervision, management, victualing (including catering), supplies, parts service companies, port charges, dockage and wharfage, fuelling and lubrication.

(b)
Maintenance and Repairs.  During the Charter Term, the Charterer, at its own cost and expense, will maintain the Vessel as necessary to keep the Vessel in class, clean, painted and in good running order, repair and condition in accordance with good commercial practices, and in any event, in a manner that a prudent ship owner of vessels similar in age, type and trade to the Vessel would do, so that the Vessel shall be, insofar as due diligence can make it so, tight, staunch, strong and well and sufficiently tackled, apparelled, furnished, equipped and in every respect seaworthy and in as good condition as when delivered hereunder, ordinary wear and tear excepted.  In addition, the Charterer shall, at the earlier of the next dry docking of the Vessel or such earlier date as required by the Classification Society and / or the United States Coast Guard (as applicable and as the case may be) and at its own cost and expense, take all actions necessary to correct any Deficiencies.  For the avoidance of doubt and notwithstanding any other term of this Charter, any and all costs and/or expenses whatsoever associated with satisfying and/or remedying any conditions or recommendations of class shall always be for the Charterer’s account.  During the Charter Term, the Charterer will provide and pay for all such repairs, replacement parts, labor and materials as shall be necessary to keep and maintain the Vessel in such condition.  The Charterer additionally will maintain the Vessel’s machinery in compliance with the requirements of any classification societies or regulatory agencies having authority over the Vessel and its equipment.  Upon the written request of the Owner, the Charterer will inform the Owner of the location of the maintenance records for the Vessel which are not kept on the Vessel.  The Charterer will notify the Owner and the Head Owner immediately of any accident involving the Vessel estimated to require repairs the cost of which will exceed United States Dollars Five Hundred Thousand (US$500,000).  The Charterer shall also notify the Owner in advance of any drydocking of the Vessel required by any classification society or regulatory agency having jurisdiction over the Vessel.  The Owner may, at its sole risk and expense (but at the Charterer’s sole risk and expense if an Event of Default shall have occurred and be continuing) designate up to two persons to be present at any such drydocking,


and the Charterer shall cooperate with the Owner to provide such persons reasonable access to the Vessel while in drydock.  The Charterer agrees to deliver to the Owner and the Head Owner annually at the Charterer’s own cost and expense a certificate issued by the Classification Society confirming the Vessel remains in class.

(c)
Reports and Rights of Inspections.  The Charterer will keep proper books of record and account in which full and correct entries will be made of all dealings or transactions of, or in relation to, the business and affairs of the Charterer respecting the Vessel in accordance with U.S. Generally Accepted Accounting Principles (“US GAAP”) consistently applied and on a consistent basis, and will furnish to the Owner or cause to be furnished to the Owner:
(i)   Financial Statements of the Guarantor and the Charterer.  The Charterer will cause the Guarantor to deliver the consolidated profit and loss statements, reconciliation of retained earnings statements and consolidated statements of funds flow of the Guarantor and its consolidated subsidiaries, including the Charterer.  The Charterer agrees to furnish to the Owner (x) within one hundred and eighty (180) days after the close of each fiscal year, beginning with the close of the fiscal year 2017, the year-end audited consolidated financial statements of the Guarantor including balance sheet and related profit and loss and surplus statements certified by its auditors; (y) within ninety (90) days after the close of each fiscal half year, the unaudited semi-annual financial statements of the Guarantor containing profit and loss statements and a balance sheet and certified by the Responsible Officer, subject to year-end audits for the Guarantor by the Guarantor’s auditors and for the Charterer by the Charterer’s auditors; and (z) such other financial information as the Owner may from time to time reasonably request relating to the financial condition of the Guarantor and the Charterer.  Such financial statements shall be prepared in accordance with US GAAP, consistently applied on a consistent basis.  For the purposes of this Section 7(c)(i), “Responsible Officer” shall mean an officer, the chief financial officer, treasurer, assistant treasurer or controller of the Guarantor.
(ii)   Inspection Rights – Vessel.  Without unreasonably interfering with the trading, use and operation of the Vessel by the Charterer and on reasonable prior notice, the Owner or any persons designated by the Owner shall have the right at any reasonable time, but will be under no obligation, to inspect (and make extracts from) all records maintained by the Classification Society respecting the Vessel and to inspect the Vessel to ascertain its condition, to satisfy itself that the Vessel is being properly maintained and repaired, and to otherwise confirm that the Charterer is in compliance with this Charter; provided, that prior to any such inspection the persons inspecting the Vessel shall execute a release of the Charterer, releasing the Charterer from liability for any personal claims arising during such inspection of the Vessel.  The cost of such inspection shall be borne by the Owner if no Event of Default shall have occurred and be continuing, and otherwise such cost shall be borne by the Charterer.
(iii)   Inspection Rights – Generally.  The Charterer will, upon request, furnish to the Owner such information as the Owner may reasonably request with respect to the condition, maintenance or insurance of the Vessel


or its employment, position, use or operation and copies of any certificates or other documents relating to the Vessel or its condition or operation required to be in force under any applicable law or regulation, including, but not limited to copies of classification certificates and any certificates issued by the Flag State, and will permit the Owner or its representative at any reasonable time or times during normal business hours to inspect, audit and examine the books or records of the Vessel or of the Charterer relating to the condition, maintenance or insurance of the Vessel and to take extracts therefrom.  The cost of any such inspection, audit, examination or copying shall be borne by the Owner if no Event of Default shall have occurred and be continuing, and otherwise such cost shall be borne by the Charterer.

(d)
Lay-up.  The Charterer shall be responsible for laying the Vessel up in a safe and acceptable condition and location during such a time as the Vessel is not employed or seeking employment.  During any such lay-up period, the Charterer shall ensure that the Vessel is adequately supervised and manned at all times.  The costs and expenses in any way related to such lay-up or any reactivation shall be paid by the Charterer.
8.   Alterations.

(a)
Structural Modifications.  The Charterer will not make any material structural or other changes (other than the installation of the Approved Scrubber, which installation shall be in accordance with this Charter, including Section 6 (g)) in the Vessel (a “Modification”) without the prior written consent of the Head Owner and the Owner, which consent of the Owner shall not be unreasonably withheld or delayed; provided that such Modification does not in the Owner’s reasonable opinion diminish (i) the fair market value of the Vessel or (ii) the useful economic life of the Vessel.  No repairs or maintenance to the Vessel required by Section 7(b) above or 8(d) below shall constitute a Modification for the purposes of this Section 8.  For the avoidance of doubt, all Modifications will be made at the expense of the Charterer.

(b)
Alterations and Restoration.  Subject to the maintenance provisions of this Charter, the Charterer may at any time alter or remove items of equipment, or may fit additional items of equipment required to render the Vessel available for a customer’s purpose; provided the Charterer absorbs the cost and time of such alterations and the Charterer restores prior to redelivery of the Vessel any items so altered or removed as the case may be.  Such changes shall not be made without the appropriate approval of the Classification Society and certifying authorities.

(c)
Replacements.  The Charterer shall from time to time during the Charter Term, at its own cost and expense, replace such items of equipment on the Vessel as shall be so damaged or worn as to be unfit for use.  Any replacement items of equipment, to the extent they replace items of equipment owned by the Owner or the Head Owner, shall without further action become property of the Owner or the Head Owner, as the case may be.

(d)
Required Modifications.  Subject to Section 8(g) below, the Charterer, at its own cost and expense, shall make all Modifications required by any applicable law or required by any governmental agency having jurisdiction over the


Vessel, including, if applicable, the United States Coast Guard, or required by the Classification Society including, if applicable, the installation of a ballast water treatment system.

(e)
Title to Modifications.  Title to each Modification shall vest as follows:
(i)   in the case of each Modification which cannot be readily removed from the Vessel without causing material diminishment to the value, utility or remaining useful life of the Vessel (a “Non-Severable Modification”) whether or not the Owner shall have provided or arranged financing (in whole or in part) of the cost of such Modification, the Head Owner shall, without further act, effective on the date such Modification shall have been incorporated into the Vessel, acquire title to such Non-Severable Modification;
(ii)   in the case of each Modification which can be readily removed from the Vessel without causing material diminishment to the value, utility or remaining useful life of the Vessel (a “Severable Modification”) that is not required by applicable law or required by any governmental agency having jurisdiction over the Vessel or required by the Classification Society, the Charterer shall retain title to such Severable Modification;
(iii)   in the case of Severable Modifications required by applicable law or required by any governmental agency having jurisdiction over the Vessel or required by the Classification Society, title to such Modifications shall immediately vest in the Head Owner at no cost to the Head Owner and without further action by the Charterer; provided, however, that the Charterer shall take such actions as may be reasonably required by the Owner and/or the Head Owner to evidence the transfer of title.
Immediately upon title to a Modification vesting in the Head Owner pursuant to subparagraphs (i) or (iii) of this Section 8(e), such Modification shall, without further act, become subject to this Charter and be deemed part of the Vessel for all purposes of this Charter.  Modifications, title to which remains in the Charterer pursuant to subparagraph (ii) of this Section 8(e), shall not be deemed a part of the Vessel.

(f)
Removal of Property.  Subject to compliance, in all material respects, with applicable law and so long as no Event of Default shall have occurred and be continuing, the Charterer may remove any Severable Modification to which the Head Owner does not have title, and any other property to which the Charterer shall have title as provided in this Section 8, provided that the Charterer, at its own cost and expense and prior to the end of the Charter Term, shall repair any damage to the Vessel (or any part thereof) caused by such removal.

(g)
Contest of Requirements of Law.  If, with respect to requirement of applicable law or governmental agency having jurisdiction over the Vessel or requirement of the Classification Society (i) the Charterer is contesting diligently and in good faith by appropriate proceedings such requirement or (ii) compliance with such requirement shall have been excused or exempted by a valid non-conforming use permit, waiver, extension or forbearance exempting the Charterer from such requirement or (iii) the Charterer shall be


making a good faith effort and shall be diligently taking the appropriate steps to comply with such requirement, then the failure by the Charterer to comply with such requirement shall not constitute an Event of Default hereunder; provided, however, that such contest or non-compliance does not involve (A) any danger of criminal liability being imposed on the Head Owner and/or the Owner or (B) any material risk of (1) the imminent arrest or sale of, or the creation of any lien (other than a Permitted Lien) on, the Vessel or (2) material civil liability being imposed on the Owner and/or the Head Owner.  The Charterer agrees to give prompt written notice to the Owner in detail sufficient to enable the Owner and the Head Owner to ascertain whether such contest may have any material adverse effect of the type described in the above proviso.
9.   Insurance-General.
Subject to Section 23, below, the Charterer shall, at its own cost and expense, keep the Vessel (which, for the avoidance of doubt, includes the Approved Scrubber, once installed) insured against hull and machinery risks, protection and indemnity risks, pollution risks and war risks, in the forms and in the amounts (including deductibles) and with underwriters, companies or clubs, as are reasonably acceptable to the Owner and the Head Owner during the Charter Term or, where applicable, in such minimum amounts (including deductibles) as specified in this Charter.  The Vessel’s hull and machinery insurance will be in an amount not less than the greater of (x) the full commercial value of the Vessel and (y) the Loss Value (as set forth in Exhibit A-1 hereto) then in effect.  The Charterer shall also keep the Vessel entered into a Protection and Indemnity Club (“P&I Club”) that is a member of the International Association of Protection and Indemnity Clubs under standard P&I Club rules.  Pollution liability coverage shall be not less than United States Dollars One Billion (US$1,000,000,000).The Owner, Sumitomo Mitsui Banking Corporation
(“Sumitomo”) and the Head Owner shall also each be a co-assured of the P&I Club in respect of the Vessel, and the Charterer agrees to pay or reimburse the Owner, Sumitomo and the Head Owner, respectively, the costs of such entry, including any premium, club calls or assessments in connection therewith.  In addition, the Charterer shall, at its own cost and expense, place innocent owner’s insurance, in form and in amount (including deductibles) and with underwriters, companies or clubs, as are reasonably acceptable to the Owner and/or the Head Owner (for the avoidance of doubt, such innocent owner’s insurance to name both the Owner and the Head Owner) during the Charter Term and, if the Charterer is unable to place such innocent owner’s insurance because insurance industry practice requires that the Owner or the Head Owner do so, the Owner or the Head Owner may place innocent owner’s insurance, in form and in amount (including deductibles) and with underwriters, companies or clubs, as are reasonably acceptable to the Owner or the Head Owner during the Charter Term.  If the Owner or the Head Owner places innocent owner’s insurance in accordance with the foregoing, the Charterer agrees to pay or reimburse the Owner or the Head Owner, as applicable, the costs thereof, upon receipt of a demand accompanied by copies of the relevant invoices or other similar evidence of such costs.

(a)
Form of Insurance; Indemnity.  All insurance required under this Section shall be in such form and with such underwriters, companies or clubs as the Owner and the Head Owner shall reasonably approve.  All insurance contracts shall (i) provide that the insurer’s right of subrogation against the Owner and/or


Sumitomo and/or the Head Owner shall be waived; (ii) provide that such insurance shall be primary and without right of contribution from any other insurance which is carried by the Owner and/or Sumitomo and/or the Head Owner; and (iii) be issued by underwriters or insurers with an A.M. Best Co. insurance rating upon issuance of the policy of “A-” (or higher), which underwriters or insurers may not be an affiliate of the Owner or Charterer or any sub-bareboat charterer.  The Owner (and if applicable, the Owner’s bank as mortgagee of the Vessel), Sumitomo and the Head Owner (and if applicable the Head Owner’s bank as mortgagee of the Vessel), in the case of protection and indemnity coverage, shall be named as named assureds on all insurance required under this Section, but where commercially available without liability for premiums; and the Owner (and if applicable, the Owner’s bank as mortgagee of the Vessel) and the Head Owner (and if applicable the Head Owner’s bank as mortgagee of the Vessel) in respect of hull and machinery insurance, shall be named as additional named assured and the loss payee(s); provided, however, that unless an Event of Default shall have occurred and be continuing, the underwriters may pay any claims under such hull and machinery insurance not in excess of United States Dollars One Million (US$1,000,000) directly to the Charterer for the repair of the Vessel.
All policies shall provide that the Owner (and if applicable, the Owner’s bank as mortgagee of the Vessel) and the Head Owner (and if applicable the Head Owner’s bank as mortgagee of the Vessel) and the Charterer will be given at least fourteen (14) days’ notice of cancellation, non-renewal or material alteration, or such shorter notice period (if any) as may be available under relevant market or standard insurance practice and/or terms, where such practice and/or terms do not provide for cancellation with such minimum fourteen (14) days’ notice, or such shorter notice period (if any) as may be available under relevant market or standard insurance practice and/or terms, where such practice and/or terms do not provide for cancellation with such minimum fourteen (14) days’ notice.  Deductibles up to a maximum of United States Dollars Five Hundred Thousand (US$500,000) are permitted without the prior written consent of the Owner.  Any deductibles (save for deductibles in respect of innocent owner’s insurance) under such policies shall always be for the account of the Charterer.  The Charterer agrees to indemnify and hold harmless the Owner and / or Sumitomo and/or the Head Owner (and if applicable the Head Owner’s bank as mortgagee of the Vessel) from and against any liability imposed on or incurred by the Owner, Sumitomo and/or the Head Owner (and if applicable the Head Owner’s bank as mortgagee of the Vessel) for any premiums, club calls or assessments with respect to any insurance required under this Section.  For the avoidance of doubt, the Charterer’s indemnification obligations under Section 18 shall, subject to Section 18, include (i) all Claims (as defined below) and (ii) any Claim made against the Head Owner, the Owner and / or Sumitomo by the underwriters of the insurance required under this Charter pursuant to rights of subrogation.

(b)
Proof of Insurance.  The Charterer shall furnish the Owner and the Head Owner on the Delivery Date and, at such other times on request as soon as practically possible, and in any event at least annually, with copies of certificates of insurance (certificates of entry for Protection and Indemnity) evidencing all insurance policies and showing the Owner, Sumitomo and the


Head Owner as co-assureds on the Protection and Indemnity Insurance and the Owner and the Head Owner as loss payees (as set forth in the Attachments to Exhibit B hereto) on the hull & machinery coverage and cover notes or other documents evidencing the creation, renewal, amount and payment of the insurance maintained on the Vessel and for which period the insurance premiums are paid.

(c)
Forced Insurance.  In the event the Charterer fails to procure and maintain insurance in accordance with this Section 9, the Owner and/or the Head Owner may, but shall not be obligated to, effect and maintain the insurance or entries in a P&I Club (including on behalf of Sumitomo) as required herein and to pay the premiums therefor and, upon the Owner’s giving written notice and all relevant supporting invoices to the Charterer of the amounts of premiums and costs so incurred by either the Owner and/or the Head Owner, the Charterer shall reimburse the Owner and/or the Head Owner, as applicable, for such amounts, together with interest thereon from the date of payment by the Owner and/or the Head Owner to the date of reimbursement, at the Default Rate, not later than fifteen (15) days after such notice.

(d)
Termination Due To Loss.  This Charter shall be terminated due to a total or constructive total loss or an agreed, arranged or compromised total loss of the Vessel as determined by underwriters (“Total Loss”), and Charter Hire pursuant to Section 5 shall be payable until the date on which underwriters make a determination that the event occurred which gave rise to the Total Loss (the “Loss Termination Date”).  Termination shall occur only upon payment of all amounts due under Section 9(e) below.

(e)
Payments in Event of Total Loss. In the event of Total Loss of the Vessel, the Owner, in lieu of any and all other claims and damages, shall receive from the Charterer, and the Charterer shall pay to the Owner, an amount equal to the sum of (i) any accrued and unpaid Charter Hire payable in accordance with Section 5 calculated through and, if applicable, including, the Loss Termination Date; (ii) the Loss Value of the Vessel as of the date on Exhibit A-1 hereto that immediately precedes the Loss Termination Date (or, if the Loss Termination Date is a Charter Hire Payment Date, the Loss Value of the Vessel as of such Loss Termination Date as set out in Exhibit A-1); provided,  however, if the event that gives rise to a Total Loss of the Vessel occurs prior to the first date listed on Exhibit A-1, the Loss Value shall be the amount listed for the first date on such Exhibit A-1, (iii) interest on the amount referred to in Section 9(e)(ii) above from the Loss Termination Date until the date such amount is actually paid to, and received by, the Owner at the Total Loss Rate, and (iv) any Additional Hire then due and owing.  The Charterer’s obligation to pay amounts set forth in (i), (ii), (iii) and (iv) (the “Total Loss Payment”) above shall be absolute and shall be due to the Owner upon the earlier of the Charterer’s receipt of insurance proceeds and one hundred and ten (110) days following the Loss Termination Date.  The Owner may, subject to the Charterer’s consent, which consent shall not be unreasonably withheld, and at the Owner’s own expense, place additional total loss only coverage.  Any proceeds paid under such additional total loss only insurance shall be paid directly by insurers to the Owner and shall not be included in the calculation set forth above.  The Charterer may place, at the Charterer’s own cost and expense and as a separate policy from any insurances otherwise placed (or to


be placed) in accordance with this Charter, Increased Value insurance (subject to the Owner’s prior consent, and subject to such Increased Value insurance in no way prejudicing in any way whatsoever the recovery by the Head Owner and/or the Owner of any amount that would otherwise be payable under any other insurances placed in accordance with this Charter), the proceeds of which shall be paid directly by insurers to the Charterer and shall not be included in the calculation set forth above.
The Owner agrees that to the extent that the Charterer pays the Total Loss Payment from its own funds the full net proceeds on a Total Loss of the insurances in respect of the Vessel and placed by the Charterer shall be for the account of and shall be paid or released directly to the Charterer.  Further, in such circumstances, the Owner agrees to permit the release of the Cash Collateral Amount so that the same shall be applied directly in part payment of the Total Loss Payment, provided that such application shall only occur immediately after the Charterer pays that part of the Total Loss Payment not funded from the Cash Collateral Amount.
For the purposes of this Charter:
Total Loss Rate” shall mean, for any day, a rate of interest per annum equal to the lesser of (i) LIBOR in effect on such day plus five percent (5 %) and (ii) the maximum rate permitted by applicable law.

(f)
Limitation of Liability.  Nothing in this Charter shall be construed or held to deprive the Owner, Sumitomo, the Charterer or the Vessel of any right to claim limitation of liability against third parties (other than the Head Owner) provided by any applicable statute of any jurisdiction.

(g)
Wreck Removal.  In the event the Vessel becomes a wreck or obstruction to navigation, the Charterer shall, if required by applicable law, remove such wreck or obstruction and shall indemnify the Owner and the Head Owner against any sums whatsoever which the Owner and the Head Owner shall become liable to pay or shall pay in consequence of the Vessel becoming a wreck or obstruction to navigation.

(h)
Requisition. In the event that the Vessel shall be requisitioned for hire, or otherwise taken by any governmental agency on the basis of a bareboat or time charter (other than a requisition of title or a taking which constitutes a Total Loss), during the Charter Term, the Charterer will continue to pay Charter Hire and will collect and retain the compensation, reimbursements or awards for such requisition, or other taking of the Vessel received. If the Owner receives the compensation, reimbursements or awards, then, provided no Event of Default shall have occurred and be continuing, the Owner agrees that it will turn over forthwith to the Charterer all compensation, reimbursements or awards for such requisition or other taking of the Vessel received by the Owner. For the avoidance of doubt, if the Owner receives the compensation, reimbursements or awards and an Event of Default shall have occurred and be continuing, then the compensation, reimbursements or awards shall be applied in accordance with Section 17.


10.
Liens.
(a) Neither the Charterer nor any of its employees shall have any right, power or authority to create, incur or permit to be imposed upon the Vessel any lien whatsoever during the Charter Term, except for (i) crew’s wages (including the master of the Vessel), or wages of stevedores when employed directly by the Charterer, any sub-charterer or the master or agent of the Vessel, (ii) damages arising out of maritime tort, (iii) general average and salvage (including contract salvage), (iv) liens for taxes not yet due (provided that the Charterer has established appropriate reserves for the payment of such taxes), (v) other maritime liens arising in the ordinary course of the Charterer’s business provided, such other maritime liens shall be permitted only to the extent such amounts are not more than twenty five (25) days past due unless such amounts are being contested in good faith by appropriate legal proceedings diligently pursued and for which appropriate reserves are established, and (vi) any mortgage executed by the Owner and/or the Head Owner (collectively, “Permitted Liens”). The Charterer shall carry a copy of this Charter with the Vessel’s papers, and on demand will exhibit the same to any person having business with the Vessel which might give rise to any lien thereon, other than liens for crew’s wages, general average and salvage. The Charterer will place and keep prominently displayed in the chart room and the captain’s cabin on the Vessel in a conspicuous place, a notice, framed under glass, printed in plain type of such size that the paragraph of reading material shall cover a reasonable space acceptable to the Owner reading as follows:
“THIS VESSEL IS OWNED BY CFT INVESTMENTS 1 LLC AND IS UNDER CHARTER TO CARGILL INTERNATIONAL SA PURSUANT TO THE TERMS OF THE BAREBOAT CHARTER AGREEMENT DATED [●] 2018 (AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME, THE “CHARTER”) AND IS UNDER SUB-CHARTER TO CHAMPION MARINE CO. PURSUANT TO THE TERMS OF THE SUB-CHARTER DATED [●] 2018 (AS AMENDED AND SUPPLEMENTED FROM TIME TO TIME, THE “SUB-CHARTER”). UNDER THE TERMS OF THE CHARTER, WHICH IS A FINANCING CHARTER PURSUANT TO A SUPPLEMENT TO BAREBOAT CHARTER AGREEMENT DATED AS OF [●] 2018 (NEW YORK TIME) UNDER THE MARITIME LAWS OF THE REPUBLIC OF THE MARSHALL ISLANDS, AND THE SUB-CHARTER, NEITHER THE HEAD CHARTERER, THE SUB-CHARTERER NOR ANY OTHER SUB-CHARTERER, NOR THE MASTER, NOR ANY OTHER PERSON HAS THE RIGHT, POWER OR AUTHORITY TO CREATE, INCUR OR PERMIT TO BE PLACED OR IMPOSED UPON THIS VESSEL ANY LIEN WHATSOEVER OTHER THAN PERMITTED LIENS AS DEFINED IN THE CHARTER.”
(b)   With respect to any claims and demands made by any person against the Owner or the Head Owner or the Vessel, except if the claim or demand has been brought about as a result of an action or omission of the Owner or the Head Owner (as the case may be), the Charterer hereby agrees as follows:
(i)    the Charterer shall warrant and defend title to and possession of the Vessel and every part thereof;
(ii)   the Charterer shall pay and discharge, and forthwith remove or cause to be removed, any lien (other than a Permitted Lien) which shall be filed against


or otherwise attach to the Vessel; provided, however, that, subject to subsection (c) of this Section, the Charterer need not pay and discharge or remove any lien that is being contested by the Charterer in good faith by appropriate legal proceedings being diligently pursued, and with respect to which the Charterer has posted an appropriate bond with a good and sufficient surety, or has deposited in escrow with the Owner cash in the amount claimed by the holder of such lien, to secure the payment thereof.
(c)   Notwithstanding the foregoing provisions of this Section 10, if a libel shall be filed against the Vessel, or if the Vessel shall be seized, arrested, levied upon and taken into custody or detained in any proceeding in any court or tribunal or by any government or under colour of authority, the Charterer shall give notice to the Owner as soon as practicable but in any event not later than three (3) Business Days following such arrest and taking or detention and (except in connection with any taking or requisition of the title or use of the Vessel by any governmental authority or as a result of the wilful misconduct or gross negligence of the Owner) cause the Vessel to be released therefrom within forty five (45) days from the date of such seizure, arrest or detention, or within such lesser time as may be necessary to avoid prejudice to the interests of the Owner with respect to the Vessel. Without limiting the Charterer’s obligations under Section 18 of this Charter, the Charterer shall hold harmless, defend and indemnify the Owner, the Head Owner and the Vessel from and against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, judgments, costs and expenses, including attorneys’ fees, of whatsoever kind and nature, imposed on, incurred by or claimed against the Owner, the Head Owner or the Vessel, in any way relating to or arising out of the assertion of a lien against the Vessel, including, without limitation, a Permitted Lien (but excluding any lien claimed by any person claiming the same by, through or under the Owner including as a result of the wilful misconduct or gross negligence of the Owner or the Head Owner).
11.  Mortgages; Financing; Subordination.
(a) The Charterer hereby agrees that should the Owner and/or the Head Owner wish to mortgage the Vessel or assign this Charter in connection with any financing arrangements of the Owner and/or the Head Owner, the Charterer shall agree to post notices of the mortgage and the Charter as reasonably required, execute such documents reasonably acknowledging the terms and existence of the mortgage, and the assignment of charter, and otherwise cooperate reasonably with the Owner and/or the Head Owner and any mortgagee in respect of such financing. Any such mortgage shall provide that the Charterer shall have the right of quiet enjoyment in its use of the Vessel so long as no Event of Default has occurred and is continuing under this Charter and further that such mortgage shall not impede (if applicable) any purchase option of the Charterer under the Multipartite Agreement (which will be confirmed in a separate letter of quiet enjoyment in favour of the Charterer), and that notice of any event of default under such mortgage shall be promptly given to the Charterer. Any reasonable costs and expenses associated with such activity will be borne by the Owner. Any mortgagee of the Vessel shall be qualified under applicable law and regulations to hold a mortgage on the Vessel without jeopardizing the Vessel’s registration with the Flag State. Any additional insurance costs arising from or related to any mortgage placed on the Vessel by the Owner and/or the Head Owner shall be the responsibility of the Owner.


(b) The Charterer hereby agrees that its right to use the Vessel and other rights related thereto, shall, in all respects, be subject, subordinate and junior to the lien of any preferred mortgage or other security agreement created by the Owner and/or the Head Owner, and to the rights of the holder thereof, whether executed heretofore or hereafter (subject to the Charterer’s rights of quiet enjoyment under this Section 11 and its further rights set forth in Sections 12 and 14). After notice of default in payment or performance under any such mortgage or security agreement, subject always to the Charterer’s continued right of quiet enjoyment in its use of the Vessel, the Charterer may perform or pay Charter Hire for the Vessel to the holder of such security, and the same, to the extent of such payment, shall constitute payment of Charter Hire as if it had been made to the Owner.
(c) The Owner agrees and confirms that, so long as no Event of Default hereunder has occurred and is continuing, the Charterer shall have exclusive possession, control, and quiet enjoyment in its use of the Vessel during the Charter Term, subject to the conditions of this Charter, without hindrance or molestation by the Owner, or any other person claiming by, through or under the Owner.
12.     End of Charter and Other Options.

(a)
On the last day of the Charter Term, unless an Event of Default or a failure to pay the whole or part of any Charter Hire on the due date thereof shall have occurred and be continuing, the Charterer shall purchase the Vessel for (v) the respective Purchase Price as set forth below in Section 12 (d) (w) Basic Charter Hire due through and including the date of purchase, (x) any applicable taxes (other than any taxes based upon or measured by the income of the Owner), (y) expenses of sale (including the Owner’s and the Head Owner’s reasonable counsel fees), and (z) any Additional Hire then due hereunder;

(b)
Subject to the terms and conditions of this Section 12, upon written notice from the Charterer to the Owner (with a copy to the Head Owner) setting forth the Charter Hire Payment Date on which the Charterer wishes to purchase the Vessel and pay to the Owner the Purchase Option Payment Amount (as such term is defined below) (the “Purchase Option Notice”) (such Purchase Option Notice to be given not less than one hundred and thirty (130) days prior to the Charter Hire Payment Date during the Charter Term on which the Charterer wishes to purchase the Vessel), the Charterer shall have the option to, unless an Event of Default or a failure to pay the whole or part of any Charter Hire on the due date thereof shall have occurred and be continuing, purchase the Vessel on the Charter Hire Payment Date set forth in the Purchase Option Notice for (v) the Purchase Price as set forth below in Section 12 (d) plus (w) Charter Hire due through and including the date of purchase (x) any applicable taxes (other than any taxes based upon or measured by the net income (however denominated) of the Owner) (y) expenses of sale (including the Owner’s and the Head Owner’s reasonable counsel fees), (z) the amount due under clause 109 of the Time Charter and (zz) either (i) plus any Arrangements Credit (as defined in Section 12(j)), or (ii) less any Arrangements Debit (as defined in Section 12(j)). The aggregate total of (v), (w), (x), (y), (z) and (zz) the “Purchase Option Payment Amount”.



(c)
Not less than one hundred and seventy (170) days prior to the end of the Charter Term, the Charterer shall provide the Owner with irrevocable written confirmation of its purchase of the Vessel pursuant to Section 12(b). Should the Charterer fail to provide such confirmation or a notice pursuant to Section 12(b), the Charterer shall be obliged to purchase the Vessel in accordance with Section 12(a).

(d)
If the Charterer:
(i)  is obliged under this Charter to purchase the Vessel at the end of the Charter Term pursuant to Section 12(a); or
(ii)  elects to purchase the Vessel pursuant to Section 12(b),
the purchase price of the Vessel at the relevant time (being, in the case of Section 12 (d)(i), the end of the Charter Term, and, in the case of Section 12 (d)(ii), the Charter Hire Payment Date on which the Charterer purchases the Vessel in accordance with Section 12 (b)) (the “Purchase Price”) shall be as is set forth in the “Purchase Price” column of Exhibit A-1 of this Charter for the relevant time. In such circumstances, the Owner shall permit the release of the Cash Collateral Amount so that the same can be applied directly by the Charterer in part payment of the Purchase Price and within the time frames required for payment of the Purchase Price, provided that: (i) such permission and release shall only occur after the Owner has received in full (to the satisfaction of the Owner (such satisfaction in the Owner’s sole discretion)) that part of the Purchase Price not funded from the Cash Collateral Amount; (ii) all liabilities of the Charterer under this Charter and the Multipartite Agreement shall have first been discharged in full to the satisfaction of the Owner (such satisfaction in the Owner’s sole discretion).

(e)
ANY SALE OF THE VESSEL TO THE CHARTERER (OR AS THE CHARTERER MAY DIRECT, A NOMINEE) PURSUANT TO THIS SECTION 12 SHALL BE MADE WITHOUT ANY WARRANTIES BY THE OWNER OR THE HEAD OWNER WHATSOEVER, EITHER EXPRESS OR IMPLIED, EXCEPT THAT THE OWNER, OR, AS THE CASE MAY BE, THE HEAD OWNER, SHALL WARRANT THAT THE VESSEL IS FREE AND CLEAR OF ANY LIENS OR ENCUMBRANCES CREATED BY OR THROUGH THE OWNER, OR, AS THE CASE MAY BE, THE HEAD OWNER AND ITS PREDECESSORS IN TITLE EXCEPT FOR THE SELLER OR THE CHARTERER (OR ANY SUBSIDIARY OR AFFILIATE THEREOF) AND THAT THE OWNER, OR, AS THE CASE MAY BE, THE HEAD OWNER, IS TRANSFERRING WHATEVER TITLE IT ORIGINALLY RECEIVED. WITHOUT LIMITING THE FOREGOING, ANY SUCH SALE SHALL BE ON AN “AS IS, WHERE IS” BASIS WITH NO WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO TITLE (EXCEPT AS SET FORTH IN THE PREVIOUS SENTENCE) OR THE DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SEAWORTHINESS OR CONDITION OF THE VESSEL, OR ELIGIBILITY OF THE VESSEL TO ENGAGE IN ANY PARTICULAR TRADE. ALL SUCH WARRANTIES SHALL BE EXPRESSLY WAIVED


BY THE CHARTERER AT THE TIME OF SUCH SALE. ALL SALES, USE AND OTHER TAXES WHICH MAY BECOME DUE AS A RESULT OF THE SALE SHALL BE FOR THE SOLE ACCOUNT OF THE CHARTERER. UPON ITS RECEIPT IN GOOD COLLECTED FUNDS OF THE AMOUNT PAYABLE PURSUANT TO SECTION 12(A) OR, AS THE CASE MAY BE, SECTION 12(B), THE OWNER AGREES TO EXECUTE AND DELIVER PROMPTLY (OR, AS THE CASE MAY BE, PROCURE THAT THE HEAD OWNER EXECUTES AND DELIVERS) TO THE CHARTERER OR THE CHARTERER’S NOMINEE ANY AND ALL DOCUMENTS REQUIRED BY THE LAW OF THE FLAG STATE FOR THE PURPOSE OF RE-REGISTERING THE VESSEL IN THE NAME OF THE CHARTERER (OR AS THE CHARTERER MAY DIRECT), INCLUDING, WITHOUT LIMITATION, A BILL OF SALE COVERING THE VESSEL IN FAVOR OF THE CHARTERER (OR AS THE CHARTERER MAY DIRECT, A NOMINEE) TRANSFERRING WHATEVER TITLE THE OWNER, OR AS THE CASE MAY BE, THE HEAD OWNER, HAS, WITHOUT ANY REPRESENTATION OR WARRANTY WHATSOEVER EXCEPT AS SET OUT IN THIS SECTION 12(E).

(f)
For the purposes of establishing the Market Value (as such term is defined in Section 12(g) below) of the Vessel:
(A)   if the Charterer does not exercise its option under Section 12(b), then no later than ninety (90) days prior to the last day of the Charter Term; or
(B)   if the Charterer exercises its early purchase option under Section 12(b), then no later than five (5) days after the date of the Purchase Option Notice,
the Charterer and the Owner shall appoint a “Panel of Approved Brokers” in accordance with this Section 12(f):
(i)    Each of the Charterer and the Owner shall appoint an Approved Broker (as such term is defined below) to be included on the Panel of Approved Brokers, and the Approved Brokers so appointed by the Charterer and the Owner (each an “Appointed Broker”) shall jointly select a third Approved Broker (the “Third Broker” and subject to 12(f)(ii), below, the two Appointed Brokers together with the Third Broker, together constituting the Panel of Approved Brokers).
(ii)   In the event that either the Charterer or the Owner fails to appoint an Approved Broker on or before the date: in the case of (A) above, seventy (70) days prior to the last day of the Charter Term; or, in the case of (B) above, ten (10) days following the date on which the Purchase Option Notice is served, the Panel of Approved Brokers shall be comprised solely of the Approved Broker appointed by the Charterer or the Owner (as the case may be).
(iii)   Subject to Section 12(f)(iv), each of the Charterer and the Owner shall bear the cost and expense of their respective Appointed Broker, and the costs and expenses of the Third Broker shall be borne equally by the Charterer and the Owner.


(iv)   In the event that that Panel of Approved Brokers is constituted of a single Approved Broker in accordance with Section 12(f)(ii) above, the costs and expenses of the valuation made by such Approved Broker shall be borne jointly by the Charterer and the Owner.

(g)
Subject to Section 12(f)(ii), each of the Charterer and the Owner shall instruct their respective Appointed Broker, and shall jointly instruct the Third Broker, to consider the market value of the Vessel:
(A)   if the Panel of Approved Brokers has been appointed pursuant to Section 12 (f)(A) on the date thirty (30) days prior to the last day of the Charter Term based on the then actual condition of the Vessel, on an arm’s length basis and free of charters, and the average of the said valuations shall be the “Market Value” (as such term is used in this Section 12) and
(B)   if the Panel of Approved Brokers has been appointed pursuant to Section 12(f)(B) on the date twenty (20) days after the date of the Purchase Option Notice, based on the then actual condition of the Vessel, on an arm’s length basis and free of charters, and the average of the said valuations shall be the “Market Value” (as such term is used in this Section 12).

(h)
In the event that the Market Value is greater than the Floor Price as set forth in the “Floor Price” Column of Exhibit A-1 of this Charter on:
(i)  first Charter Hire Payment Date following the date of the Purchase Option Notice if the Charterer exercises its option under Section 12(b)); or
(ii) the last day of the Charter Term if the Charterer does not exercise its option under Section 12 (a),
then the Charterer shall be obliged to pay to the Owner an amount equal to twenty per cent (20%) of the difference between the Market Value and the Floor Price on, as applicable,
(A) first Charter Hire Payment Date following the date of the Purchase Option Notice if the Charterer exercises its option under Section 12(b)); or
(B) the last day of the Charter Term if the Charterer does not exercise its option under Section 12 (a),
(the “Profit Share Amount”). The Profit Share Amount shall become due and be paid concurrently with the amounts payable by the Charterer to the Owner pursuant to Section 12(a) or, as the case may be, Section 12(b), above, including, but not limited to, the Purchase Price. For the avoidance of doubt, the Profit Share Amount shall be calculated without regard to any Arrangements Credit or Arrangements Debit (as each term is defined in Section 12(j)) or to any amount due under clause 109 of the Time Charter.

(i)
For the purposes of this Section 12, the “Approved Brokers” shall be deemed to mean:

(1)
Arrow Shipbroking Group;



(2) Braemar ACM Shipbroking;
(3) Clarksons Platou;
(4) Howe Robinson & Co. Ltd.;
(5) Galbraith’s Limited;
(6) Simpson, Spence and Young; and
(7) such other internationally recognised shipbrokers as may be mutually agreeable to both the Charterer and the Owner,
(and each of the Approved Brokers, an “Approved Broker”).

(j)
If the Charterer exercises its early purchase option under Section 12(b) or if the Owner, by written notice to the Charterer, declares the Charterer in default hereunder pursuant to Section 17 and the Event of Default in question is an Event of Default under the Bareboat Charter, and the Charterer is entitled to purchase the Vessel pursuant to the terms of clause 5 of the Multipartite Agreement and the Vessel is to be acquired by the Charterer pursuant to such terms, no later than three (3) Business Days before the date of transfer of ownership of the Vessel to the Charterer, the Owner shall notify the Charterer of such amount as the Owner certifies that, as a result of the exercise by the Charterer of its early purchase option under Section 12(b) or the exercise by the Charterer of its option in accordance with clause 5 of the Multipartite Agreement, the Owner shall either be: (i) in credit (“Arrangements Credit”) or (ii) in debit (“Arrangements Debit”), as a result (including all the Owner’s losses, damages, liabilities, expenses and costs incurred by the Owner in association therewith) of terminating, reversing or unwinding any interest rate swap arrangements from or with other persons (including, but not limited to, the Head Owner).

(k)
Unless and until all the applicable foregoing payments and performance set forth in this Section 12 have been made and/or performed in full by the Charterer, the Charterer’s obligations under this Charter, including, without limitation, the obligation to pay Charter Hire for the Vessel, shall continue in full force and effect.
13.  Representations and Warranties; Owner Covenants.

(a)
Charterer’s Representations.  The Charterer represents, warrants, covenants, and agrees to and with the Owner that: (i) the Charterer is a company duly organized, validly existing, and in good standing under the laws of the Republic of the Marshall Islands, has the power to own its property and assets, and is duly qualified in each jurisdiction where the nature of its operations requires such qualification, (ii) the execution, delivery, and performance of this Charter are within the Charterer’s power, have been duly authorized by all necessary limited liability company action, do not contravene the Charterer’s certificate of organization or regulations, or similar documents, or violate any judgment, order or decree applicable to the Charterer, and do not contravene any law, any order of any court or other agency of government, or any


agreement or instrument or contractual restriction binding on or affecting any of its property, or constitute a default thereunder, and (iii) this Charter constitutes the legal, valid and binding obligation of the Charterer enforceable against the Charterer in accordance with its terms.

(b)
Owner’s Representations and Covenants.  The Owner represents, warrants, covenants, and agrees to and with the Charterer that (i) the Owner is a company organized, existing, and in good standing under the laws of Switzerland, (ii) the Owner has the requisite limited liability company power and authority to hold title to the Vessel and to enter into and carry out the transactions contemplated and to execute, deliver and perform under this Charter; (iii) the execution, delivery, and performance of this Charter do not contravene the provisions of the certificate of organization or regulations, or similar documents, of the Owner, or violate any judgment, order or decree applicable to the Owner or result in any violation of, or conflict with, or constitute a default under, or subject the Vessel to any lien of, any indenture, contract, agreement or other instrument applicable to the Owner, (iv) this Charter constitutes the legal, valid and binding obligation of the Owner enforceable against the Owner in accordance with its terms, and (v) the Owner will not create or permit to exist, any lien or encumbrance on or against the Vessel that arises out of the express action or omission of the Owner, other than a mortgage permitted under Section 11 (and the Owner will have sole responsibility for any such Mortgage).
14.  Assignment; Sub-bareboat Charter.
(a) The Charterer does not have the right to, and shall not, assign, pledge, or hypothecate this Charter (by operation of law or otherwise), in whole or in part, or any interest herein, or any right, duty or obligation hereunder (collectively, an “Assignment”) without the prior written consent of the Owner, which consent is subject to the consent of the Head Owner, in their absolute discretion, and any purported Assignment without the Owner’s prior written consent shall be void and unenforceable against the Owner. The Owner will exercise reasonable endeavours to obtain such consent from the Head Owner. The Charterer shall remain primarily liable under this Charter and the Guarantor will remain primarily liable under the Guarantee in the event of any permitted Assignment, which will in no event be considered a novation of this Charter unless the Owner expressly agrees to the contrary in writing.
(b) Notwithstanding the foregoing, the Charterer agrees that it shall not further sub-bareboat or sub-time charter or otherwise let or charter the Vessel to any person without the prior written consent of the Owner and the Head Owner, except under the Time Charter. In the case of any permitted sub-bareboat charter of the Vessel, such sub-bareboat charter (i) shall state it is subject and subordinate to the rights of the Owner and the Head Owner hereunder, (ii) shall not contain any terms and conditions which would prevent the Charterer from fulfilling its obligations under this Charter, (iii) shall include an express prohibition against any further sub-bareboat charters without the prior written consent of the Owner and the Head Owner, and (iv) shall contain an acknowledgement by the sub-bareboat charterer stating that it acknowledges the existence of this Charter and the Bareboat Charter and their priority over all of the terms of the sub-bareboat charter.


15. Logo and Vessel Names.
The Owner agrees that the Charterer may display the Charterer’s logo and the Charterer’s designated name on the Vessel during the Charter Term. If the Owner retains ownership of the Vessel after the Charter Term, it agrees not to display the Charterer’s logo. If the Owner sells the Vessel after the Charter Term it will require the purchaser to agree not to use the Charterer’s name or logo in connection with the Vessel. Nothing in this Section 15 diminishes and/or releases the Charterer from its obligations under this Charter (including without limitation under the Charterer’s obligations under Section 12).
16. Notices.
All notices and other communications required under this Charter shall be by email, by personal delivery or by international courier service, to each Party at its address stated below or such other address as it may declare from time to time pursuant to this notice provision. Any such notice or communication shall be deemed effective on the date of delivery, if by personal delivery, or on the second Business Day after deposit with an international courier service (all delivery fees prepaid) if sent by international courier service. If sent by email or other electronic means, notices shall be effective upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available, return email or other written acknowledgement), provided, that if such notice or communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business on the next Business Day for the recipient.
All notices and other communications to be sent to the Owner shall be sent by the Charterer as follows, unless the Owner shall give notice to the contrary:
Address:
Cargill International SA
14 chemin de Normandie
1206 Geneva, Switzerland Tel: +41-22-703-2111
Email:    George_wells@cargill.com
Ann_shazell@cargill.com
Bernd_Bachmann@cargill.com
Oliver_Handasydedick@cargill.com
Handy.trading@cargill.com
Olivier_Demierre@cargill.com
Otprojects@cargill.com
All notices and other communications to be sent to the Charterer shall be sent by the Owner as follows, unless the Charterer shall give notice to the contrary:
Address:
154 Vouliagmenis Avenue,
16674 Glyfada, Athens, Greece



Tel: +30 210 8913507
Email: snt@seanergy.gr
sgyftakis@seanergy.gr
finance@seanergy.gr
leagl@seanergy.gr
17. Defaults; Remedies.

(a)
Events of Default.  Any one or more of the following is an Event of Default (“Event of Default”) by the Charterer:
(i)   the Charterer shall fail to pay the whole or part of any Basic Charter Hire specified in Section 5 hereof on the due date thereof and such failure shall continue for five (5) Business Days following the due date thereof;
(ii)   the Charterer shall fail to pay when due the whole or any part of the Scrubber Refund, the Loss Value of the Vessel or the Profit Share Amount in accordance with the terms and conditions of this Charter and any such failure shall continue for three (3) Business Days following the due date thereof;
(iii)   the Charterer shall fail to carry and maintain insurance on or with respect to the Vessel in accordance with the provisions of Section 9 hereof;
(iv)     the Charterer shall fail to perform or comply with the covenants contained in Sections 4(h), 6(a) (with the exception of Section 6(a)(ii)), 10(c) or 14(a) or the Charterer shall fail to perform any of its obligations under Section 6(g)(iii);
(v)   the Charterer shall fail to perform or comply in any material respect with any other covenant, condition, or agreement to be performed or observed by it hereunder or under the Multipartite Agreement, and the Charterer shall fail to cure such failure to perform or comply within ten (10) Business Days after the Owner shall have demanded in writing the cure thereof;
(vi)   any material representation or warranty made by the Charterer herein or under the Multipartite Agreement or by the Guarantor in the Guarantee shall prove to have been incorrect in any material respect as of the date on which made, or any material statement, report, schedule, notice, certificate or other writing furnished by the Charterer or, as the case may be, the Guarantor to the Owner in connection with this Charter or under the Multipartite Agreement or the Guarantee, as the case may be, shall prove to have been incorrect in any material respect as of the date on which the facts set forth therein are stated or certified, and, if in the reasonable opinion of the Owner such is capable of being cured, the Charterer or the Guarantor shall fail


to cure such defect within seven (7) Business Days after the Owner shall have demanded in writing the cure thereof;
(vii)   the Charterer, and/or the Guarantor shall become insolvent or bankrupt or shall cease paying or providing for the payment of its debts generally; the Charterer and/or the Guarantor shall be dissolved, shall be adjudged a bankrupt by a court of competent jurisdiction, shall make a general assignment of all or substantially all of its assets for the benefit of its creditors, or shall lose its charter by forfeiture or otherwise; or a petition for an arrangement or for reorganization of the Charterer and /or the Guarantor under the bankruptcy laws of the relevant jurisdiction shall be filed by the Charterer and/or the Guarantor, or such petition shall be filed by creditors and the same shall be approved by a court of competent jurisdiction;
(viii)   an arrangement or reorganization of the Charterer and/or, the Guarantor under the bankruptcy laws of the relevant jurisdiction shall be approved by a court, whether proposed by a creditor, a stockholder or any other party or person whatsoever; or a receiver or receivers of any kind whatsoever, whether appointed in admiralty, bankruptcy, common law or equity proceedings, shall be appointed by a decree of a court of competent jurisdiction with respect to the Vessel or all or substantially all of the property of the Charterer and/or the Guarantor;
(ix)   (A) the Guarantor shall fail to pay when due the whole or any part of any amount payable by it under the Guarantee; or (B) the Guarantor shall fail to perform or comply in any material respect with any other covenant, condition or agreement to be performed or observed by it under the Guarantee; or (C) the Guarantor shall repudiate the Guarantee; or (D) a breach by the Guarantor of the Guarantee shall occur;
(x)   when the Cash Collateral Amount or any part thereof is held in the Cash Collateral Account and becomes due and payable to the Owner and the Account bank is in any way precluded from immediately releasing the due amount to the Owner and the Charterer fails to remedy the same or provide Additional Security within five (5) Business Days of the Owner’s demand;
(xi)   if the Cash Collateral Account Charge, once created, ceases to be in full force and effect or ceases to be legal, valid, binding, enforceable or effective or is alleged by a party to it (other than the Owner) to be ineffective and the Charterer fails to remedy the same or provide Additional Security within five (5) Business Days of the Owner’s demand;
(xii)   if the aggregate value of the Cash Collateral Amount held by the Account Bank or, where applicable the Owner, is at any time less than an amount equal to United States Dollars One Million Six Hundred Thousand (US$ 1,600,000) and the Charterer fails to remedy the same or to provide Additional Security within five (5) Business Days of the Owner’s demand;
(xiii)   the Charterer fails to provide Additional Security (as defined at Section 17(b)(vii) below) within five (5) days of the Owner’s request;


(xiv)   any Charter Security and/or Additional Security ceases to be in full force and effect or ceases to be legal, valid, binding, enforceable, or effective or is alleged by a party to it (other than the Owner) to be ineffective;
(xv)    the Charterer shall (A) enter into any transaction of merger or consolidation (unless the Charterer is the surviving entity thereof), (B) sell or transfer all, substantially all or any substantial portion of its assets to any other person or enter into a leveraged buyout, (C) dissolve, liquidate or cease or suspend the conduct of business, or cease to maintain its existence, or (D) change the form of organization of its business and such change either adversely affects the rights of the Owner or has the effect of modifying, lessening, impairing or altering in any away adverse to the Owner the duties and obligations of the Charterer hereunder;
(xvi)   a default shall occur with respect to any Debt owed by the Charterer or the Guarantor (as the case may be) to the Owner or any of its affiliates or to any third person in excess of United States Dollars Five Million (US$5,000,000), for which the Charterer or the Guarantor (as the case may be) fails to make any payment when due exceeding United States Dollars Five Hundred Thousand (US$500,000) or to perform any obligation thereunder, which default is not cured within any applicable grace period, and in any event within no more than twenty (20) Business Days;
(xvii)   without prejudice to Section 14(a) of this Charter, the Charterer shall assign and/or purport to assign any and/or all of its rights and/or interests in or arising under this Charter without having first received the prior written consent of the Owner in accordance with Section 14(a) of this Charter;
(xviii)   the Charterer or the Guarantor (as the case may be) shall fail to pay for more than thirty (30) days after it is due, any final, non-appealable judgment in excess of United States Dollars One Million (US$1,000,000) entered against the Charterer or the Guarantor (as the case may be) by any court having jurisdiction over the Charterer or the Guarantor (as the case may be) or the property of the Charterer or the Guarantor (as the case may be);
(xix)    the Charterer fails to pay to the Owner any amount due under clause 109 of the Time Charter;
(xx)      the Approved Scrubber is not fully installed and fully operational on the Vessel by 31 December 2019 to the satisfaction of the Owner (such satisfaction in the Owner’s sole discretion) or the Approved Scrubber is installed but it is not in compliance with the Relevant Laws and/or this Charter;
(xxi)    at any time during the Owner’s ownership of any of the Shares, the Guarantor’s Common Stock ceases to be listed on the NASDAQ;
(xxii)   the Charterer shall fail to perform or comply in any material respect with any covenant, condition, or agreement to be performed or observed by it under any Scrubber Contract, the Scrubber Supply Contract Assignment or the Cash Collateral Account Charge, and the Charterer shall


fail to cure such failure to perform or comply within ten (10) Business Days after the Owner shall have demanded in writing the cure thereof; and (xxiii) the Escrow Standing Amount or part thereof becomes due and payable to the Owner and the Owner’s Bank is in any way precluded from immediately releasing the due amount to the Owner in accordance with the terms of the Escrow Agreement and such preclusion arises directly from any act and/or omission of the Charterer and / or the Seller.
For the purposes of this Section 17(a):
Common Stock” means the common stock of the Guarantor, par value US$0.0001 per share.
Debt” means as to any person at any time (without duplication): (i) all obligations of such person for borrowed money, (ii) all obligations of such person evidenced by bonds, notes, debentures, or other similar instruments, (iii) all obligations of such person to pay the deferred purchase price of property or services, except trade accounts payable of such person arising in the ordinary course of business which are not past due by more than ninety (90) days, (iv) all obligations of such person under any lease which, in conformity with US GAAP, is required to be capitalized for balance sheet purposes, (v) all obligations of such person under guaranties, endorsements (other than for collection or deposit in the ordinary course of business), assumptions or other contingent obligations, in respect of, or to purchase or otherwise acquire, any obligation or indebtedness of any other person, or any other obligation, contingent or otherwise, of such person directly or indirectly protecting the holder of any obligation or indebtedness of any other person against loss (whether by partnership arrangements, agreements to keep-well, to purchase assets, goods, securities, or services, to take-or-pay or otherwise), (vi) all obligations secured by a lien existing on property owned by such person, whether or not the obligations secured thereby have been assumed by such person or are non-recourse to the credit of such person, (vii) all reimbursement obligations of such person (whether contingent or otherwise) in respect of letters of credit, bankers’ acceptances, surety or other bonds and similar instruments, (viii) all liabilities of such person in respect of unfunded vested benefits under any employee benefit plan, and (ix) any other liability of such person that is classified as debt under US GAAP.
NASDAQ” means the Nasdaq Capital Market.
Shares” means one million eight hundred thousand (1,800,000) shares of Common Stock.

(b)
Remedies.  At any time that an Event of Default has occurred and is continuing, the Owner, by written notice to the Charterer, may declare the Charterer in default hereunder, in which case the Owner shall be entitled to pursue all remedies available at law or in equity or in admiralty, including, without limitation, the following remedies:
(i) By notice to the Charterer, the Owner may terminate this Charter, whereupon the Charterer will redeliver the Vessel to the Owner within ten (10) Business Days of receipt of such notice in accordance with the provisions of Sections 4(b)-4(g) above.
(ii) The Owner or the Head Owner may re-take the Vessel wherever found, whether upon the high seas or at any port, harbour or other place and irrespective of whether the Charterer, any sub-charterer or any other


person is in possession of the Vessel, all without prior demand and without legal process, the Charterer HEREBY WAIVING ANY AND ALL RIGHTS TO PRIOR NOTICE AND A JUDICIAL HEARING WITH RESPECT TO THE REPOSSESSION OF THE VESSEL BY THE OWNER, and for that purpose the Owner or the Head Owner or their respective agents may enter upon any dock, pier or other premises where the Vessel is and may take possession thereof, without the Owner or its agent incurring any liability by reason of such re-taking, whether for the restoration of damage to property caused by such re-taking or for damages of any kind for any reason to the Charterer or any person claiming under the Charterer.
(iii) Recover from the Charterer, in addition to any Basic Charter Hire or Additional Hire due up to the date of default, the Loss Value amount calculated as of the Charter Hire Payment Date preceding the date that the event which resulted in the Event of Default occurred, as liquidated damages for loss of a bargain and not as a penalty.
(iv) The Owner or the Head Owner may sell or otherwise dispose of the Vessel at public auction or by private sale, without prior notice to the Charterer, at such time or times and upon such terms as the Owner or the Head Owner (as applicable) may determine, for cash or credit, at such price as the Owner or the Head Owner shall deem fair, with the Vessel in its then condition or following any commercially reasonable preparation, or otherwise dispose of, hold, use, lay-up, operate, charter to others the Vessel, in a commercially reasonable manner, all free and clear of any rights of the Charterer, including any right of redemption, and without any duty to account to the Charterer with respect to such action or inaction or for any proceeds with respect hereto; any disposition or holding of the Vessel shall not be deemed a retention by the Owner in satisfaction of the Charterer’s obligations under this Charter. Nothing contained herein shall require the Owner to sell or charter the Vessel at any time or take any action in mitigation of the Owner’s damages.
(v) The Owner may, but shall not be required to, proceed by appropriate action for collection from the Charterer of all costs and expenses, including attorneys’ fees, court costs, and other expenses, incurred by the Owner in connection with the enforcement of this Charter and the exercise of remedies hereunder. Further, in addition to any other amounts to which the Owner may be entitled, the Charterer shall be liable for all costs and expenses incurred by the Owner, which shall include all insurance premiums, all demurrage, dockage, and anchorage charges, all legal fees, and all other costs and expenses whatsoever incurred by the Owner by reason of the occurrence of an Event of Default or by reason of the exercise by the Owner of any remedy hereunder, including, without limitation, any cost or expense incurred by the Owner in connection with any re-taking of the Vessel or putting the Vessel in the condition required herein.
(vi) The proceeds of any sale, charter or other disposition of the Vessel received by the Owner, if any, pursuant to this Section 17(b) shall be applied in the following order of priority:



(1)
to pay all of the Owner’s and the Head Owner’s costs, charges and expenses incurred in taking, moving, laying-up, holding, repairing, selling, chartering or otherwise disposing of the Vessel;

(2)
to the extent not previously paid by the Charterer, to pay the Owner all sums (including Loss Value as provided in Section 17(b)(iii) above) due by the Charterer under this Charter (including any amount due under clause 109 of the Time Charter) and any Swap Loss (as such term is defined in this Section 17(b);

(3)
to reimburse the Charterer for any Loss Value previously paid by the Charterer to the Owner in accordance with Section 17(b)(iii) above; and

(4)
any sums remaining shall be remitted to the Charterer.
The Charterer shall pay to the Owner any deficiency in (1) and (2) above.
(vii)   If an Event of Default occurs in relation to the Charter Security or part thereof (as more particularly described at Section 17(a) (ix), (x), (xi), (xii) (xiii), (xiv), (xvi), (xviii) and/or (xxii) above), the Owner may (but shall not be obliged to) request the Charterer to provide, and in which case the Charterer shall be obliged to provide, such other additional security in form and substance reasonably satisfactory to the Owner which (in the opinion of the Owner) has a net realisable value (on an aggregate basis) equal to or greater than the applicable shortfall or deficiency in the Charter Security including, without limitation, a deposit of cash to such account as the Owner may nominate in an amount equivalent to the amount of any shortfall or deficiency in respect of the Charter Security (“Additional Security”).
(viii)   The Owner may recover from the Charterer any amount due under clause 109 of the Time Charter.
(ix)     The Owner may, in its sole discretion, release to the Owner the Cash Collateral Amount or any part thereof.
No remedy referred to in this Section 17(b) is intended to be exclusive, but each remedy shall be cumulative and in addition to, and may be exercised concurrently with, any other remedy which is referred to herein or which may otherwise be available to the Owner at law, in equity or in admiralty.
For the purposes of this Section 17 (b):
Swap Loss” means the amount as the Owner certifies that, as a result of any sale, charter or other disposition of the Vessel pursuant to this Section 17(b), the Owner is in debit as a result (including all the Owner’s losses, damages, liabilities, expenses and costs incurred by the Owner in association therewith) of terminating, reversing or unwinding any interest rate swap arrangements from or with other persons (including, but not limited to, the Head Owner).



(c)
Multipartite.  If the Owner, by written notice to the Charterer, declares the Charterer in default under this Charter pursuant to this Section 17 and the Event of Default in question is a Relevant Event of Default (as defined below), and the Charterer is entitled to purchase the Vessel pursuant to the terms of clause 5.1 of the Multipartite Agreement and the Vessel is to be acquired by the Charterer pursuant to such terms, then prior to the Charterer’s purchase of the Vessel pursuant to the terms of clause 5.1 of the Multipartite Agreement the Charterer shall pay to the Owner (v) Charter Hire due through and including the date of purchase, (w) any applicable taxes (other than any taxes based upon or measured by the net income (however denominated) of the Owner), (x) expenses of sale (including the Owner’s and the Head Owner’s reasonable counsel fees), (y) the amount due under clause 109 of the Time Charter and (z) either (i) plus any Arrangements Credit (as defined in Section 12(j)), or (ii) less any Arrangements Debit (as defined in Section 12(j)) ((v), (w), (x), (y) and (z) together, the “Outstanding Balance”). For the purposes of this Charter, a “Relevant Event of Default” means an Event of Default under the Bareboat Charter which was caused in whole or in part by the act or omission of the Charterer.

(d)
In the event that the Owner receives a Default Notice (as such term is defined in the Multipartite Agreement) under the Multipartite Agreement, and provided that: (A) there is no Relevant Event of Default; (B) the Head Owner has transferred title to the Vessel to the Charterer (or its nominee, as the case may be) pursuant to clause 5.1 of the Multipartite Agreement; (C) no Event of Default under this Charter or a failure to pay the whole or part of any Charter Hire on the due date thereof shall have occurred and be continuing as at the time at which the Head Owner transferred title to the Vessel to the Charterer (or its nominee, as the case may be); and (D) the Owner has not given to the Head Owner a notice of the nature described in clause 5.2 of the Multipartite Agreement, then, no later than the date falling fourteen (14) days after the date on which the title to the Vessel was transferred by the Head Owner to the Charterer (or its nominee, as the case may be) the Owner agrees to permit the release from the Escrow Account to the Charterer of an amount equal to the balance (if any) of the Adjusted Funds (as such term is defined in the Escrow Agreement) in the Escrow Account as at the date on which title to the Vessel was transferred by the Head Owner to the Charterer (or its nominee, as the case may be).

(e)
Notwithstanding any other provision of this Charter, in the event that this Charter is terminated pursuant to the terms of clause 4.6 of the Multipartite Agreement, the Parties unconditionally and irrevocably agree that the following Sections shall survive (or as the case may be shall be deemed to survive) such termination of this Charter and are expressly made for the benefit of, and shall be enforceable by, the Owner, its successors and assigns: Section 16 (Notices); Section 17 (Defaults; Remedies); Section 19 (Income Tax); Section 20 (Law and Jurisdiction); Section 25 (Waiver); and Section 26 (No Remedy Exclusive).
18. Indemnification, Withholding and Certain Agreements.
(a) Owner’s Indemnification of the Charterer.  The Owner agrees to indemnify, defend, and hold harmless the Charterer from all damages or costs arising as a





result of (i) the Owner’s violation of any law or regulation of the jurisdiction in which the Owner is organized or maintains its principal office (other than a violation that would not have occurred but for the use, operation or presence of the Vessel or any part thereof in the relevant jurisdiction or the failure of the Charterer to perform its obligations under this Charter or any act or omission of the Charterer), (ii) the gross negligence or wilful misconduct of the Owner unless such gross negligence or wilful misconduct is imputed to the Owner as a result of any act or omission of the Charterer or any failure of the Charterer to perform its obligations under this Charter, or (iii) the failure of the Owner to pay any taxes which the Owner is required by law to pay.

(b)
Charterer’s Indemnification of the Owner and the Head Owner.  The Charterer hereby assumes liability for, and shall defend, indemnify and hold harmless the Indemnified Parties (for the purposes of this Section 18, “Indemnified Parties” means: the Owner, the Head Owner and any of their affiliates and any mortgagee of the Vessel, whose identity the Owner has notified the Charterer of, and each of their respective successors and assigns, and the directors, officers, employees, representatives, agents and servants of any of the foregoing, and each an “Indemnified Party”) from and against any and all Claims (as hereinafter defined) which may be imposed on, incurred by or asserted against any of the Indemnified Parties, the Vessel and/or the Approved Scrubber (in each case whether or not also indemnified against pursuant to any other agreement or by any other person), regardless of when asserted (whether after or during the Charter Term) and in any way relating to or arising out of any of the following: the documentation, registry, possession, use, operation, lay-up, chartering, subchartering, condition, maintenance, repair, and return of the Vessel and/or the Approved Scrubber, as applicable. Notwithstanding the foregoing, the Charterer shall not be obligated to indemnify any Indemnified Party in respect of any act or omission constituting gross negligence, wilful misconduct, fraud or a criminal act (other than a criminal act that would not have occurred but for the use, operation or presence of the Vessel or any part thereof in the relevant jurisdiction or the failure of the Charterer to perform its obligations under this Charter or but for any act or omission of the Charterer) by such Indemnified Party, or its agents or representatives. The Charterer agrees to further indemnify, defend and hold harmless each Indemnified Party and the Vessel from and against all liens created and imposed on the Vessel other than those caused by Owner’s or, as the case may be, the Head Owner’s own actions, and in the event of the seizure of the Vessel under legal process to enforce such lien or asserted lien, the Charterer shall secure the prompt release of the Vessel by payment of same or otherwise as may be appropriate. The Owner’s right to Charter Hire as provided for in Section 5 of this Charter shall not be suspended during any time when the Vessel is under seizure by legal process as a result of such liens or asserted liens. As used herein, “Claims” shall mean any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses, fines, penalties and disbursements (including, without limitation, reasonable attorneys’ fees, litigation expenses and investigatory fees and disbursements) of whatsoever kind and nature, including, without limitation, (i) claims or penalties arising from any violation of the laws or regulations of any authority or country or political subdivision thereof, (ii) claims as the result of latent, patent or other defects, whether or not discoverable by the Owner, the Head


Owner or the Charterer, (iii) Environmental Claims and (iv) tort claims of any kind, including, without limitation, claims for injury or damage caused by leakage, discharge or spillage of oil or cargo, refuse or any hazardous substance, but excluding Taxes (as such term is defined in Section 18 (c) below).
Charterer’s Withholding.  Notwithstanding anything herein or in the Bareboat Charter to the contrary, the Charterer hereby covenants and agrees that it shall make all payments of Charter Hire and other amounts payable by the Charterer under this Charter to the Owner or any Indemnified Party or any Tax Indemnitee (for the purposes of this Section 18, “Tax Indemnitee” means any of: the Owner and each of its affiliates that is included with the Owner in a consolidated, combined, unitary or other group Tax return) free and clear from, and without deduction or withholding of or by reason of, any taxes (including income, gross receipts, sales or use taxes), money transfer fees or other charges or withholdings of any nature whatsoever except to the extent that deduction or withholding of any Tax (for the purposes of this Section 18, “Tax” means , all taxes (including income taxes, gross receipts taxes, sales taxes, use taxes, value added taxes, ad valorem taxes and other taxes), fees, duties, charges, assessments, and withholdings of whatever nature, imposed, assessed, levied or asserted by any governmental authority or other taxing authority (and any and all penalties, fines, interest and other charges relating thereto)) is required by law, in which event the Charterer shall (i) notify the person entitled to receive the payment (the “Payee”) of such requirement, (ii) make such deduction or withholding, (iii) if such Tax is an Indemnified Tax (as defined in Section 18(g)), pay on an after-Tax basis pursuant to Section 18(f) such additional amount as is necessary so that the Payee receives, after such deduction or withholding (including any deduction or withholding with respect to such additional amount) an amount equal to the amount that the Payee would have received if such deduction or withholding had not been made, (iv) pay the full amount deducted or withheld to the appropriate taxing authority in accordance with applicable law, and (v) deliver to the Payee promptly after making such payment an original receipt (or certified copy thereof) or other evidence reasonably satisfactory to the Payee evidencing payment of the tax withheld to the appropriate taxing authority.
Each payment or indemnity payable by the Charterer to or for the benefit of an Indemnified Party or a Tax Indemnitee pursuant to this Section 18 shall be paid on an after-Tax basis, which means that the Charterer must pay, in addition to such payment or indemnity, such additional amount or amounts as will, in the reasonable good faith determination of such Indemnified Party or Tax Indemnitee, leave such Indemnified Party or Tax Indemnitee and its affiliates (if any) in the same economic position as they would be in if such payment or indemnity were not subject to taxation, taking into account any Tax costs resulting from the such Indemnified Party’s or Tax Indemnitee’s actual or constructive receipt or accrual of the Charterer’s payment or indemnity and any Tax saving realized by such Indemnified Party or Tax Indemnitee and its affiliates (if any) as a result of the allowance of any Tax credit, deduction or other Tax benefit for the Tax, liability or expense incurred by such Indemnified Party or Tax Indemnitee that gave rise to the Charterer’s obligation to pay such payment or indemnity pursuant to this Section 18.



(g)
For the purposes of this Section 18, an “Indemnified Tax” means all Taxes, regardless of how or when such Taxes are imposed, incurred or asserted (whether imposed on, incurred by or asserted against the Vessel or the Owner or the Charterer or otherwise) arising out of, in connection with or otherwise relating to the Vessel or this Charter or any of the transactions contemplated in or done pursuant to this Charter (including the Owner’s chartering of the Vessel from the Head Owner, and chartering of the Vessel during the term of this Charter), provided that the Charterer shall have no obligation under this Section 18 to indemnify a Tax Indemnitee for the following Taxes (“Excluded Taxes”):
(i) any Tax imposed on or calculated by reference to the overall net income, overall gross income, overall profits, overall gains, capital or net worth of such Tax Indemnitee, provided that the exclusion in this Section 18 (g) (i) shall not apply to any Tax to the extent such Tax would not have been payable in the absence of the documentation, registry, delivery, use, presence or other connection of the Vessel or any part thereof or with, or any act or omission or other connection of the Charterer or any affiliate, agent, representative or contractor of the Charterer or any other person (other than the Owner, unless an Event of Default is continuing) using or having possession, custody or control of the Vessel or any part thereof in or with, the jurisdiction imposing such Tax;
(ii) any ad valorem Tax assessed on or with respect to the Vessel arising from the presence of the Vessel in the jurisdiction imposing the Tax after the Charterer has redelivered the Vessel to the Owner in accordance with the provisions of this Charter and has performed all of its obligations under the Charter, unless the Vessel is redelivered as a result of the occurrence of an Event of Default;
(iii) any Tax imposed on or with respect to any sale or other transfer by the Owner of any of the Owner’s interest in the Vessel or the Charter to any person other than the Charterer, provided that the exclusion in this Section 18 (g)(iii) shall not apply to any such sale or transfer that occurs (1) in connection with or as a result of an Event of Default, a Total Loss, or any maintenance, repair, overhaul, pooling, interchange, exchange, removal, replacement, substitution, modification, improvement, or alteration of the Vessel or any part thereof or (2) at the Charterer’s request or (3) pursuant to a requirement in this Charter;
(iv) any Tax to the extent resulting from any act or event occurring after the Charterer has returned the Vessel and all Technical Documents to the Owner in compliance with the terms of this Charter and has performed all its obligations under this Charter (the “Return Compliance Time”), provided that the exclusion in this Section 18 (g) (iv) shall not apply to any Tax that (1) arises from any act, event or circumstance (or relates to any period of time) occurring at or before the Return Compliance Time or (2) is imposed with respect to any payment by the Charterer pursuant to Charter or (3) is incurred in connection with the exercise of any rights or remedies of the Owner after the occurrence of an Event of Default;


(v) any Tax if and to the extent that such Tax would be payable by such Tax Indemnitee in the absence of the transactions contemplated in this Charter;
(vi) any Tax if and to the extent that such Tax is caused by, and would not be payable but for, (1) any gross negligence, willful misconduct or fraud of such Tax Indemnitee or (2) the inaccuracy or breach of any representation, warranty or covenant of the Owner in this Charter.

(c)
Proof of Payment – Taxes.  Promptly upon the written request of the Owner, the Charterer shall provide to the Owner copies of all documentation and proof of payment of any Taxes.

(d)
Survival.  The obligations of the Owner and the Charterer under this Section 18 shall survive the expiration or earlier termination or cancellation of this Charter and are expressly made for the benefit of, and shall be enforceable by, the party to which the obligations are owed, and its successors and assigns.

(e)
No Limitation.  Except as otherwise limited herein, it is the intent of the Parties that all indemnity obligations or liabilities assumed by the Parties under this Charter be without limit and without regard to the cause or causes thereof (including pre-existing conditions), the unseaworthiness of any vessel, strict liability or the negligence of any party or parties, whether such negligence be sole, joint or concurrent, active or passive.

(f)
Consequential Damages.  Neither Party shall be liable to the other Party for any consequential or special damages, arising out of, resulting from or relating in any way to this Charter, irrespective of the negligence or fault of any party.
19.   Income Tax
The Charterer agrees to take no tax position inconsistent with the fact that the Owner is the owner of the Vessel for tax purposes.
20.   Law and Jurisdiction

(a)
Governing Law.  This Charter is governed by and interpreted in accordance with the general maritime laws of the United States and, to the extent they are not applicable, the internal laws of the State of New York (without regard to New York’s conflict of laws provisions).

(b)
Venue.  All judicial actions by any party to enforce any provision of this Charter shall, if requested by the Owner, be brought in the United States District Court for the Southern District of New York or the state court of general jurisdiction sitting in the County of New York in the State of New York. Each party consents to the jurisdiction of such courts and hereby irrevocably waives any objection, including any objection to the laying of venue or based on the grounds of forum non-conveniens, which it may now or hereafter have to the bringing of any such action or proceedings in such court.



(c)
JURY TRIAL WAIVER.   EACH PARTY HEREBY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY TO EVERY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO THIS CHARTER.

(d)
Service of Process.  Service of process may be made on the Charterer or the Guarantor by mailing or delivering a copy of such process to the Charterer c/o the Guarantor at the Guarantor’s address listed below (with a copy to the Charterer at its address identified in or in accordance with Section 16), or to any new address of the Guarantor of which the Owner has been notified by the Charterer. The Charterer hereby irrevocably authorises and directs the Guarantor to accept such service on its behalf at such address. As an alternative method of service, the Charterer also irrevocably consents to the service of any and all process, postage prepaid, in any such action or proceeding by mailing a copy of such process to the Guarantor with a copy to the Charterer at its address identified in or in accordance with Section 16. Nothing herein shall affect the right to effect service of process in any other manner permitted by law.
Guarantor’s address:
Seanergy Maritime Holdings Corp.
c/o Seanergy Management Corp.
154 Vouliagmenis Avenue,
16674 Glyfada, Athens, Greece
Service of process may be made on the Owner by mailing or delivering a copy of such process to the Owner at the Owner’s address identified in or in accordance with Section 16.
21.   Salvage.
All salvage and towage performed by the Vessel shall be for the Charterer’s benefit and the cost of repairing damage occasioned thereby shall be borne by the Charterer.
22.   War.

(a)
For the purpose of this Charter, the words “War Risks” shall include any war (whether actual or threatened), act of war, civil war, hostilities, revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorists, acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist, pirate or political group, or the government of any state whatsoever, which may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons on board the Vessel.

(b)
The Charterer shall have the liberty:
(i) to comply with all orders, directions, recommendations or advice as to departure, arrival routes, sailing in convoy, ports of call, stoppages, destinations, discharge of cargo, delivery, or in any other way


whatsoever, which are given by the government of the Flag State, or any other government, body or group whatsoever acting with the power to compel compliance with their orders or directions;
(ii)  to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to give the same under the terms of the war risks insurance;
(iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Union, the effective orders of any other supranational body which has the right to issue and given the same, and with national laws aimed at enforcing the same to which the Owner or the Charterer are subject, and to obey the orders and directions of those who are charged with their enforcement.
23.   Assignment of Insurances.

(a)
Collateral.  In order to secure all obligations of the Charterer owing to the Owner under this Charter, the Charterer hereby assigns to the Head Owner with first priority and to the Owner with second priority, all of the Charterer’s right, title and interest in and to all policies and contracts of insurance, including, without limitation, all entries in any protection and indemnity or war risks association or club, which are from time to time taken out in respect of the Vessel, her hull, machinery, freight, disbursements, profits or otherwise, and all the benefits thereof, including, without limitation, all claims of whatsoever nature arising under such policies, as well as all amounts due from underwriters under any such insurance whether as payment of losses, or as return premiums, or otherwise (collectively, the “Insurances”), and any proceeds of any of the foregoing. No later than the Delivery Date the Charterer shall give each underwriter notice of the assignment of insurances contained herein in the form and terms attached as Exhibit B to this Charter (or in such other form and terms as the Owner may reasonably require) and procure that the loss payable clauses as attached to Exhibit B to this Charter (or loss payable clauses otherwise in a form and terms satisfactory to the Owner and the Head Owner) shall have been duly endorsed on the insurances.

(b)
No Obligation to Perform.  The Charterer hereby agrees and covenants that, notwithstanding the provisions of this Section 23, neither the Owner nor the Head Owner shall have any of the Charterer’s obligations under any Insurances.
24.   Change of Ownership.
The Charterer acknowledges and agrees that the Head Owner may transfer its ownership of the Vessel to another entity during the term of this Charter.
Following the receipt by the Charterer of a notice from the Owner stating that the Head Owner intends to transfer the ownership of the Vessel to another entity (the “Transferee”) as of the date of the transfer set forth in such notice, (i) reference to ‘the Head Owner’ in Section 9 and Section 23 of this Charter shall be deemed to refer to the Transferee (ii) as of such date of transfer, the Charterer shall procure that the insurances over the Vessel are updated to reflect the Transferee’s ownership of the


Vessel and (iii) as of such date of transfer, the Charterer shall provide updated notices of assignment of insurances and loss payable clauses to each underwriter substantially in the form attached at Exhibit B to this Charter (or otherwise in a form and terms satisfactory to the Owner and the Transferee) logically amended to show the Transferee as the ‘the Owner’.
25.
Waiver.  No waiver by either Party of any breach by the other of any obligation, agreement or covenant hereunder shall be deemed to be a waiver of that or any subsequent breach of the same or any other covenant, agreement or obligation nor shall any forbearance by any Party to seek a remedy for any breach by the other Party may be deemed a waiver by such Party of its rights or remedies with respect to such breach, unless such waiver is in each case in writing duly executed by such Party.
26.
No Remedy Exclusive.  Each and every right, power and remedy given to the Owner in this Charter shall be cumulative and in addition to every other right, power and remedy herein or therein given now or hereafter existing at law, in equity, in admiralty, by statute or otherwise. Each and every right, power and remedy whether given therein or otherwise existing may be exercised from time to time as often and in such order as may be determined by the Owner, and neither the failure or delay in exercising any power or right nor the exercise or partial exercise of any right, power or remedy shall be construed to be a waiver of or acquiescence in any default therein; nor shall the acceptance of any security or of any payment of or on account of any loan, promissory note, advance, obligation, expense, interest or fees maturing after an Event of Default or of any payment on account of any past default shall be construed to be a waiver of any right to take advantage of any future default or of any past default not completely cured thereby.
27.
Entire Agreement; Amendment.  This Charter and its exhibits and schedules constitute the entire agreement between the Parties relating to the subject matter of this Charter and supersedes all prior agreements and undertakings of the Parties, whether oral or written, in connection herewith. No amendment of this Charter shall be valid unless made in writing and signed by each of the Parties and consented to by the Head Owner.
28.
Counterparts.  This Charter may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument. It is the express intent of the Parties to be bound by the exchange of signatures on this Charter via Portable Document Format (PDF), which the Parties agree shall constitute an original writing for all legal purposes.
29.
Severability.  The Owner and the Charterer agree that with respect to any specific provision of this Charter that is held by any court or other constituted legal authority to be void or otherwise unenforceable in any particular manner, the Parties consider and permit this Charter to be amended in such manner as may be required in order to cause said provision and all other terms of this Charter to remain binding and enforceable against the Owner and the Charterer.
30.
Captions.  The captions in this Charter are for convenience and reference only and shall not define or limit any of the terms or provisions, or otherwise affect the construction, of this Charter.


31.
Binding Effect.  Subject to Section 14, this Charter shall be binding upon, inure to the benefit of, and be enforceable by the Parties and their respective successors and assigns.
32.
Interpretation.  References to “Sections” in this Charter are sections of this Charter. The words “include(s)” and “including” shall be construed as being followed by the words “without limitation”.
[Remainder of page intentionally left blank]


EXHIBIT A – Basic Charter Hire (payable monthly in arrears)
Part 1
First Daily Charter Hire Rate               US$[●] per day
Comprised of:
Scrubber Element: US$ [•1 per day
Vessel Element: US$ [•1 per day
Part 2
Second Daily Charter Hire Rate              US$[●] per day
Comprised of:

Scrubber Element: US$ [•1 per day
Vessel Element: US$ [•1 per day
B-1


EXHIBIT A-1
Loss Value, Purchase Price and Floor Price Schedule
Original Vessel Cost: US$ [●]
Payment Number
Payment Date / Relevant Purchase Price Date
Loss Value $
Loss Value as a % of Original Vessel Cost
Floor Price $
Purchase Price $
Loss Value / Purchase Price attributable to Vessel $
Loss Value / Purchase Price attributable to Approved Scrubber $
0
[●]
[●]
[●]
[●]
[●]
  [●]
  [●]
1
[●]
[●]
[●]
[●]
[●]
   
2
[●]
[●]
[●]
[●]
[●]
   
3
[●]
[●]
[●]
[●]
[●]
   
4
[●]
[●]
[●]
[●]
[●]
   
5
[●]
[●]
[●]
[●]
[●]
   
6
[●]
[●]
[●]
[●]
[●]
   
7
[●]
[●]
[●]
[●]
[●]
   
8
[●]
[●]
[●]
[●]
[●]
   
9
[●]
[●]
[●]
[●]
[●]
   
10
[●]
[●]
[●]
[●]
[●]
   
11
[●]
[●]
[●]
[●]
[●]
   
12
[●]
[●]
[●]
[●]
[●]
   
13
[●]
[●]
[●]
[●]
[●]
   
14
[●]
[●]
[●]
[●]
[●]
   
15
[●]
[●]
[●]
[●]
[●]
   
16
[●]
[●]
[●]
[●]
[●]
   
B-1



17
[●]
[●]
[●]
[●]
[●]
   
18
[●]
[●]
[●]
[●]
[●]
   
19
[●]
[●]
[●]
[●]
[●]
   
20
[●]
[●]
[●]
[●]
[●]
   
21
[●]
[●]
[●]
[●]
[●]
   
22
[●]
[●]
[●]
[●]
[●]
   
23
[●]
[●]
[●]
[●]
[●]
   
24
[●]
[●]
[●]
[●]
[●]
   
25
[●]
[●]
[●]
[●]
[●]
   
26
[●]
[●]
[●]
[●]
[●]
   
27
[●]
[●]
[●]
[●]
[●]
   
28
[●]
[●]
[●]
[●]
[●]
   
29
[●]
[●]
[●]
[●]
[●]
   
30
[●]
[●]
[●]
[●]
[●]
   
31
[●]
[●]
[●]
[●]
[●]
   
32
[●]
[●]
[●]
[●]
[●]
   
33
[●]
[●]
[●]
[●]
[●]
   
34
[●]
[●]
[●]
[●]
[●]
   
35
[●]
[●]
[●]
[●]
[●]
   
36
[●]
[●]
[●]
[●]
[●]
   
37
[●]
[●]
[●]
[●]
[●]
   
38
[●]
[●]
[●]
[●]
[●]
   
39
[●]
[●]
[●]
[●]
[●]
   
40
[●]
[●]
[●]
[●]
[●]
   
41
[●]
[●]
[●]
[●]
[●]
   
42
[●]
[●]
[●]
[●]
[●]
   
43
[●]
[●]
[●]
[●]
[●]
   
44
[●]
[●]
[●]
[●]
[●]
   
45
[●]
[●]
[●]
[●]
[●]
   
46
[●]
[●]
[●]
[●]
[●]
   
47
[●]
[●]
[●]
[●]
[●]
   
B-2


48
[●]
[●]
[●]
[●]
[●]
   
49
[●]
[●]
[●]
[●]
[●]
   
50
[●]
[●]
[●]
[●]
[●]
   
51
[●]
[●]
[●]
[●]
[●]
   
52
[●]
[●]
[●]
[●]
[●]
   
53
[●]
[●]
[●]
[●]
[●]
   
54
[●]
[●]
[●]
[●]
[●]
   
55
[●]
[●]
[●]
[●]
[●]
   
56
[●]
[●]
[●]
[●]
[●]
   
57
[●]
[●]
[●]
[●]
[●]
   
58
[●]
[●]
[●]
[●]
[●]
   
59
[●]
[●]
[●]
[●]
[●]
   
60
[●]
[●]
[●]
[●]
[●]
   

Stipulated loss values are due in addition to any advance or arrears rent due on the same date.
B-3


EXHIBIT B
NOTICE OF ASSIGNMENT OF INSURANCE
TO:
PLEASE TAKE NOTICE:
(1) That by an assignment of Insurances contained in a Sub-Bareboat Charter Agreement dated as of [●] 2018 made by CHAMPION MARINE CO. (the “Sub-Charterer”) to CARGILL INTERNATIONAL SA, (together with its successors and assigns, “Head Charterer”), the Sub-Charterer has collaterally assigned to the registered owner of the Vessel (as defined below), CFT INVESTMENTS 1 LLC and its successors and assigns (the “Owner”) as first priority and to the Head Charterer as second priority all of the Sub-Charterer’s rights, title and interests in, to and under all policies and contracts of insurance, including the Sub-Charterer’s rights under all entries in any protection and indemnity or war risk association or club, which are from time to time taken out by the Sub-Charterer in respect of the “CHAMPIONSHIP” with IMO 9403516 (the “Vessel”), her hull, machinery, freight, disbursements, profits or otherwise, and all the benefits thereof, including, without limitation, all claims of whatsoever nature arising under such policies, as well as all amounts due from underwriters under any such insurance whether as payment of losses, or as return premiums, or otherwise (collectively, the “Insurances”).
(2) That you are hereby irrevocably authorized and instructed to pay from the date hereof all payments under:
(a) all Insurances, except entries in protection and indemnity associations or clubs or insurances effected in lieu of such entries, relating to the Vessel in accordance with the loss payable clause in Attachment 1 to this Notice; and
(b) all entries in protection and indemnity associations or clubs or insurances effected in lieu of such entries relating to the Vessel in accordance with the loss payable clause in Attachment 2 to this Notice.
(3) That you are hereby instructed to endorse the assignment, notice of which is given to you herein, on all policies or entries relating to the Vessel.
CHAMPION MARINE CO.
 
CARGILL INTERNATIONAL SA
     
By:
   
By:
 
         
Name:
   
Name:
 
         
Title:
   
Title:
 
B-1


Dated as of the _________ day of [●] 2018.




B-2


ATTACHMENT 1
LOSS PAYABLE AND NOTICE OF CANCELLATION CLAUSE
(A)
Until CFT INVESTMENTS 1 LLC (together with its successors and assigns, the “Owner”) shall have notified underwriters to the contrary,

(1)
Except as provided in subsection (2) of this Clause (A), any claim under the insurance policy in respect of the M.V. “CHAMPIONSHIP” with IMO No. 9403516 (the “Vessel”) (other than in respect of a total loss), up to and including the amount of United States Dollars One Million (US$1,000,000) shall be paid:

i.          directly for the repair, salvage or other charges involved; or

ii.         if Cargill International SA (the “Charterer”) shall have first fully repaired the damage or paid all of the salvage or other charges, to the Charterer as reimbursement therefor as its interests may appear; or

iii.        if Champion Marine Co. (the “Sub-Charterer”) shall have first fully repaired the damage or paid all of the salvage or other charges, to the Sub-Charterer as reimbursement therefor as its interests may appear, save that, without prejudice to subsection (2) of this Clause (A), if the Charterer and/or the Owner has provided the insurers with notice of an Event of Default by the Sub-Charterer under the sub-bareboat charter agreement (between the Charterer and the Sub- Charterer) with respect to the Vessel, no payment shall be made to the Sub-Charterer under subsection (1)(iii) of this Clause (A), but instead shall be paid in accordance with subsection (1)(i) of this Clause (A) or subsection (1)(ii) of this Clause (A) only.


(2)
Any claim in respect of a total loss, and any claim of any nature (whether on account of the loss of or damage to the Vessel, on account of return premiums, or otherwise) in excess of United States Dollars One Million (US$1,000,000) or during the continuance of an Event of Default:

i.
by the Charterer under the bareboat charter agreement (between the Owner and the Charterer) with respect to the Vessel (notice of which Event of Default shall be provided by the Owner to the insurers); and/or

ii.
by the Sub-Charterer under the sub-bareboat charter agreement (between the Charterer and the Sub- Charterer) with respect to the Vessel (notice of which Event of Default shall be provided by the Owner and/or the Charterer to the insurers),

shall be paid directly to the Owner or otherwise as the Owner may consent.
(B)
The underwriters agree to advise the Owner and the Charterer:

(1)
If any insurer cancels or gives notice of cancellation of any insurance (other than war risks) or entry at least fourteen (14) days before such cancellation is to take effect, unless the insurer cancels such insurance because of non-
B-3


payment of premium, in which case the insurer shall give Owner and the Charterer at least ten (10) days’ notice before such cancellation is to take effect; and

(2)
Of any material change in the terms and conditions of the aforesaid insurance policies or non-renewal at least fourteen (14) days before such change or non-renewal is to take effect.
The foregoing shall not apply to war risk insurance.
B-4


ATTACHMENT 2
FORM OF LOSS PAYABLE ENDORSEMENT
PROTECTION & INDEMNITY
-------
“CHAMPIONSHIP” IMO No. 9403516
Payment of any recovery to which Champion Marine Co. (the “Sub-Bareboat Charterer”), is entitled to make out of the funds of the Association in respect of any liability, costs or expenses incurred by the Sub-Bareboat Charterer, shall be made to the Sub-Bareboat Charterer or to its order, unless and until the Association receives:
i) subject always to paragraph ii), below, notice from CFT Investments 1 LLC (the “Owner”) and/or Cargill International SA (“Bareboat Charterer”) that the Sub-Bareboat Charterer is in default under the Sub-Bareboat Charter Agreement dated [●] 2018 between the Bareboat Charterer and the Sub-Bareboat Charterer respecting the Vessel, in which event all recoveries shall thereafter be paid to the Bareboat Charterer or to its order; provided that no liability whatsoever shall attach to the Association, its Managers or their agents for failure to comply with the latter obligation until and after the expiry of two (2) clear business days from the receipt of such notice;
ii) notice from the Owner that the Bareboat Charterer is in default under the Bareboat Charter Agreement dated [●] 2018 between the Owner and the Bareboat Charterer respecting the Vessel, in which event all recoveries shall thereafter be paid to the Owner or to its order; provided that no liability whatsoever shall attach to the Association, its Managers or their agents for failure to comply with the latter obligation until and after the expiry of two (2) clear business days from the receipt of such notice.
The Association undertakes:
(a) to inform the Owner and the Bareboat Charterer if the Association gives the Sub-Bareboat Charterer of the above ship notice that his insurance in the Association in respect of such ship is to cease at the end of the then current Policy Year; and
(b) to give the Owner and the Bareboat Charterer fourteen (14) days’ notice of the Association’s intention to cancel the insurance of the Sub-Bareboat Charterer by reason of this failure to pay, when due and demanded any sum due from Sub-Bareboat Charterer to the Association.
All notices to the Owner shall be made to the following address:
CFT Investments 1 LLC
c/o SMBC Leasing and Finance, Inc.
277 Park Avenue
New York, New York 10172
Attn: Carl Marcantonio
B-5


Tel: (212) 224-5278
Email:
cmarcantonio@smbc-lf.com
Amickens@smbc-lf.com
Morgan_Feuerhake@smbcgroup.com
smbclfleaseaccountinggroup@smbclf.com

All notices to the Bareboat Charterer shall be made to the following address:
Cargill International SA
14 chemin de Normandie
1206 Geneva, Switzerland
Tel: +41-22-703-2111
Email:
George_wells@cargill.com
Ann_shazell@cargill.com
Oliver_HandasydeDick@cargill.com
Bernd_Bachmann@cargill.com
Olivier_Demierre@cargill.com
Otprojects@cargill.com
Kyriakos_attikouris@cargill.com
B-6



APPENDIX B
Form of Protocol of Delivery and Acceptance pursuant to Clause 6.7
PROTOCOL OF DELIVERY AND ACCEPTANCE
IN RESPECT OF “CHAMPIONSHIP”
We refer to: (i) the memorandum of agreement dated [●] 2018 between, inter alios, Champion Ocean Navigation Co. Limited (the “Seller”), and Cargill International SA (“CISA”), (as amended and supplemented from time to time, the “MOA”) in respect of the sale and purchase of the motor vessel named M/V “CHAMPIONSHIP” and having IMO number 9403516 (the “Vessel”); and (ii) a nomination notice dated [●] 2018, by which CISA nominated CFT Investments 1 LLC (the “Owner”) as its nominee pursuant to Clause 19.4 of the MOA for the purpose of accepting delivery, title and risk of and to the Vessel under the MOA. This protocol of delivery and acceptance is the “MOA Protocol of Delivery and Acceptance” referred to in clause 6.7 of the MOA.
The Seller, CISA and the Owner hereby confirm that the Vessel was delivered by the Seller to, and accepted by, the Owner under the MOA at _________________________ (insert location of Vessel) at ______________ (insert time) hours (London local time) on ________________ 2018.
This protocol of delivery and acceptance and any non-contractual obligations arising out of or in connection with it are governed by, and shall be construed in accordance with, the laws of England.
Date:  ____________________
For and on behalf of
CHAMPION OCEAN NAVIGATION CO. LIMITED

________________________
Name:
Title:

For and on behalf of
CFT INVESTMENTS 1 LLC

________________________
Name:
Title:   Attorney-in-fact of Cargill International SA, in its capacity as attorney-in-fact of CFT
Investments 1 LLC
For and on behalf of
CARGILL INTERNATIONAL SA
Page 37


________________________
Name:
Title:  Attorney-in-fact

Page 38


APPENDIX C
Form and Terms of Time Charter


Page 39

Time Charter
GOVERNMENT FORM
Approved by the New York Produce Exchange
November 6th, 1913—Amended October 20th, 1921; August 6th, 1931; October 3rd, 1946
This Charter Party, made and concluded in on this 05th day of November, 2018 19____
Between CHAMPION MARINE CO., of the Marshall Islands, as Owners of the good _______ Steamship/Motorship “CHAMPIONSHIP” (Vessel’s description see Clause 29) of ____ of _________ tons gross register, and _______ tons net register, having engines of _____ indicated horse power and with hull, machinery and equipment in a thoroughly efficient state, and classed ______ at _______ of about __________ cubic foot capacity, and about ______ tons of 2240 lbs. deadweight capacity (cargo and bunkers, including fresh water and stores not exceeding one and one half percent of ship’s deadweight capacity, allowing a minimum of fifty tons) on a draft of _____ feet _____ inches on ________ Summer freeboard, inclusive of permanent bunkers. which are of the capacity of about ____ tons of duel, and capable of steaming, fully laden, under good weather conditions about ____ knots on a consumption of about _____ tons of best Welsh coal best grade fuel oil best grade Diesel oil. now _______
_______ and CARGILL INTERNATIONAL S.A., as Charterers of the City of Geneve

Witnesseth, That the said Owners agree to let, and the said Charterers agree to hire the said vessel, from the time of delivery, for about minimum of 5 years firm plus redelivery window of 60days, exact period in Charterers option.  Furthermore Charterers have the option to extend the charter for an additional about 16 months to about 18months (about = +/-15 days) exact period in Charterers option, at 100% of BCI 5TC Average (less 3.75% address commission) + Scrubber Premium as per Cl. 111 (e), which to be declared latest 30 days prior to the expiration of the 5 year initial firm period.  In case declared by Charterers, the optional period shall commence from the end of the 5 year initial firm period ____ within below trading limits.
Charterers to have liberty to sublet the vessel for all or any part of the time covered by this Charter, but Charterers remaining responsible for the fulfillment of this Charter Party.
Vessel to be placed at the disposal of the Charterers, at on dropping last outward sea pilot Qingdao, at any time day and night Sundays and Holidays included
______
in such dock or at such wharf or place (where she may safely lie, always afloat, at all times of tide, except as otherwise provided in clause No. 6), as the Charterers may direct. If such dock, wharf or place be not available time to count as provided for in clause No. 5. Vessel on her delivery to be ready to receive cargo with clean swept holds and tight, staunch, strong and in every way fitted for the service, having water ballast, winches and donkey boiler with sufficient steam power, or if not equipped with donkey boiler, then other power sufficient to run all the winches at one and the same time (and with full complement of officers, seamen, engineers and firemen for a vessel of her tonnage), to be employed, in carrying lawful merchan-dise, including petroleum or its products, in proper containers, excluding as per Rider Clauses (vessel is not to be employed in the carriage of Live Stock, but Charterers are to have the privilege of shipping a small number on deck at their risk, all necessary fittings and other requirements to be for account of Charterers), in such lawful trades, between safe port and/or ports in British North America, and/or United States of America, and/or West Indies, and/or Central America, and/or Caribbean Sea, and/or Gulf of Mexico, and/or Mexico, and/or South America ______ and/or Europe and/or Africa, and/or Asia, and/or Australia, and/or Tasmania, and/or New Zealand, but excluding Magdalena River, River St. Lawrence between October 31st and May 15th, Hudson Bay and all unsafe ports; also excluding, when out of season, White Sea, Black Sea and the Baltic. as per Rider Clauses
___________
___________
as the Charterers or their Agents shall direct, on the following conditions:

1. That the Owners shall provide and pay for all provisions, wages and consular shipping and discharging fees of the Crew; shall pay for the customary insurance of the vessel, also for all the cabin, deck, engine-room and other necessary stores, including boiler water and maintain her class and keep the vessel in a thoroughly efficient state of hull and holds, machinery and equipment for and during the service.

2. That the Charterers while the vessel is on hire shall provide and pay for all the fuel except as otherwise agreed, Port Charges, canal and tolls, all compulsory and customary Pilotages (including Magellan Straits, Skaw/Great Belt, Dardanelles plus Bosphorus), Agencies, Commissions, Consular Charges (except those pertaining to the Crew and Vessel’s flag), and all other usual expenses except those before stated, but when the vessel puts into a port for causes for which vessel is responsible, then all such charges incurred shall be paid by the Owners. Charterers to pay for any tugboats assistance however when such assistance is required because of Vessel’s problem/failure, then all cost incurred shall be paid by the Owners.
Fumigations ordered because of illness of the crew to be for Owners account. Fumigations ordered because of cargoes carried or ports visited while vessel is employed under this charter to be for Charterers account. All other fumigations to be for Charterers account after vessel has been on charter for a continuous period of six months or more.
Charterers are to provide necessary dunnage and shifting boards, also any extra fittings requisite for a special trade or unusual cargo, but Owners to allow them the use of any dunnage and shifting boards already aboard vessel. Charterers to have the privilege of using shifting boards for dunnage, they making good any damage thereto.

3. That the Charterers, at the port of delivery, and the Owners, at the port of re-delivery, shall take over and pay for all fuel remaining on board the vessel at the current prices in the respective ports, the vessel to be delivered with not less than ____ tons and not more than ____ tons and to be re-delivered with not less than ______ tons and not more than _____ tons.

4. That the Charterers shall pay for the use and hire of the said Vessel at the rate of USD – see clause 43

For the index-linked portion, the hire rate for each fifteen (15) days period is calculated by taking within that fifteen (15) days period the average of all of the published Baltic Cape Index (BCI) of the 5 TC routes daily reports.

The hire for the first fifteen (15) days period is to be paid within three (3) banking days after delivery. The approximate hire is to be calculated



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using the fifteen (15) days period prior delivery. The difference between said approximated hire and the actual hire based on actual index of the fifteen (15) days after delivery is to be settled in the subsequent hire.

All subsequent hire payments will follow the same procedure until vessel’s redelivery.

Charterers will, within fifteen (15) days of redelivery, pay the final outstanding hire to Owners. Owners agree to return any overpaid amounts to Charterers (if any) within the same deadline.

________ United States Currency per ton on vessel’s total deadweight carrying capacity, including bunkers and stores, on ______ summer freeboard, per Calendar Month, commencing on and from the day of her delivery, as aforesaid, and at and after the same rate for any part of a month; hire to continue until the hour of the day of her re-delivery in like good order and condition, ordinary wear and tear excepted, to the Owners (unless lost) at on dropping last outward sea pilot or passing one safe port PMO/Japan range or in Charterers’ option Skaw/Passero range, including United Kingdom/Eire, at any time day and night Sundays and Holidays included ______ unless otherwise mutually agreed. Charterers are to give Owners not less than ___ days notice of vessels expected date of re-delivery, and probably port.

5. Payment of said hire to be made in New York paid to Owners' Bank account, see clause 98 in cash in United States Currency, every 15 days semi monthly in advance, and for the last 15 days half month or part of same the approximate amount of hire, and should same not cover the actual time, hire is to be paid for the balance day by day, as it becomes duedue, if so required by Owners, unless bank guarantee or deposit is made by the Charterers, otherwise failing the punctual and regular payment of the hire, or bank guarantee, or on any breach of this Charter Party, the Owners shall be at liberty to withdraw the vessel from the service of the Charterers, without prejudice to any claim they (the Owners) may otherwise have on the Charterers. Time to count from 7 a.m. on the working day following that on which written notice of readiness has been given to Charterers or their Agents before 4 p.m., but if required by Charterers, they to have the privilege of using vessel at once, such time used to count as hire. see Clause 43

Cash for vessel's ordinary disbursements at any port may be advanced as required by the Captain, by the Charterers or their Agents, subject to 2 1/2% commission and such advances shall be deducted from the hire. The Charterers, however, shall in no way be responsible for the application of such advances and in case Owners outlays are disputed, Owners are to settle disputed items with Agents involved directly (see also Clause 40).

6. That the cargo or cargoes be laden and/or discharged in any safe dock or at any safe wharf or safe anchorage or safe place that Charterers or their Agents may direct, provided the vessel can safely lie always afloat at any time of tide, except at such places where it is customary for similar size vessels to safely
lie aground.

7. That the whole reach of the Vessel's Hold, Decks, and usual places of loading (not more than she can reasonably stow and carry), also accommodations for Supercargo, if carried, shall be at the Charterers' disposal, reserving only proper and sufficient space for Ship's officers, crew, tackle, apparel, furniture, provisions, stores and fuel. Charterers have the privilege of passengers as far as accommodations allow, Charterers paying Owners ______ per day per passenger for accommodations and meals. However, it is agreed that in case any fines or extra expenses are incurred in the consequences of the carriage of passengers, Charterers are to bear such risk and expense.

8. That the Captain shall prosecute his voyages with the utmost despatch, and shall render all customary assistance with ship's crew and boats. The Captain (although appointed by the Owners), shall be under the orders and directions of the Charterers as regards employment and agency; and Charterers are to load, stow, and trim and discharge the cargo at their expense under the supervision of the Captain, who is to sign Bills of Lading for cargo as presented, in conformity with Mate's or Tally Clerk's receipts without prejudice to this Charter Party.

9. That if the Charterers shall have reason to be dissatisfied with the conduct of the Captain, Officers, or Engineers, the Owners shall on receiving particulars of the complaint, investigate the same, and, if necessary, make a change in the appointments.

10. That the Charterers shall have permission to appoint a Supercargo, who shall accompany the vessel and see that voyages are prosecuted with the utmost despatch. He is to be furnished with free accommodation, and same fare as provided for Captain's table, Charterers paying at the rate of $10.00 per day. Owners to victual Pilots and Customs Officers, and also, when authorized by Charterers or their Agents, to victual Tally Clerks, Stevedore's Foreman, etc., Charterers paying as per Clause 72. at the current rate per meal, for all such victualling.

11. That the Charterers shall furnish the Captain from time to time with all requisite instructions and sailing directions, in writing, and the Captain shall keep a full and correct Log of the voyage or voyages, which are to be patent to the Charterers or their Agents, and furnish the Charterers, their Agents or Supercargo, when required, with a true copy of daily Logs, showing the course of the vessel and distance run and the consumption of fuel.

12. That the Captain shall use diligence in caring for the care and ventilation of the cargo. The Vessel has natural ventilation.

13. That the Charterers shall have the option of continuing this charter for a further period of ______ ______ on giving written notice thereof to the Owners or their Agents _______ days previous to the expiration of the first-named term, or any declared option.

14. That if required by Charterers, time not to commence before 05th November, 2018 (See also Clause 36) and should vessel not have given written notice of readiness on or before 12th November, 2018 (See also Clause 36) but not later than 4 p.m. Charterers or their Agents to have the option of cancelling this Charter at any time not later than the day of vessel's readiness. (See also Clause 36).

15. That in the event of the loss of time from default and/or deficiency of men or stores, fire, breakdown or damages to hull, machinery or equipment, grounding, detention by average accidents to ship or cargo, drydocking for the purpose of examination or painting bottom, or by any other cause preventing the full working of the vessel, the payment of hire shall cease for the time thereby lost; until the Vessel has returned to the same or equivalent position and if upon the voyage the speed be reduced by defect in or breakdown of any part of her hull, machinery or equipment, the time so lost, and the cost of any extra fuel consumed in consequence



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thereof, and all extra expenses shall be deducted from the hire.

16. That should the Vessel be lost, money paid in advance and not earned (reckoning from the date of loss or being last heard of) shall be returned to the Charterers at once. The act of God, enemies, fire, restraint of Princes, Rulers and People, and all dangers and accidents of the Seas, Rivers, Machinery, Boilers and Steam Navigation, and errors of Navigation throughout this Charter Party, always mutually excepted. The vessel shall have the liberty to sail with or without pilots, to tow and to be towed, to assist vessels in distress, and to deviate for the
purpose of saving life and property.

17. That should any dispute arise between Owners and the Charterers, the matter in dispute shall be referred to three persons at London New York, one to be appointed by each of the parties hereto, and the third by the two so chosen; their decision or that of any two of them, shall be final, and for the purpose of enforcing any award, this agreement may be made a rule of the Court. The Arbitrators shall be commercial shipping men. For any dispute not exceeding the amount of $100,000, the parties agree same to be dealt with by LMAA, small claims proceedings 2002 or any amendment thereof.

18. That the Owners shall have a lien upon all cargoes, and all sub-freights, sub-hires for any amounts due under this Charter, including General Average contributions, and the Charterers to have a lien on the Ship for all monies paid in advance and not earned, and any overpaid hire or excess deposit to be returned at once. Charterers will not suffer, nor permit to be continued, any lien or encumbrance incurred by them or their agents, which might have priority over the title and interest of the owners in the vessel.

19. That all derelicts and salvage shall be for Owners' and Charterers' equal benefit after deducting Owners' and Charterers' expenses and Crew's proportion. General Average shall be adjusted, stated and settled, according to Rules 1 to 15, inclusive, 17 to 22, inclusive, and Rule F of York-Antwerp Rules 1974 and any amendments thereto 1924, at such port or place in the United States as may be selected by the carrier, and as to matters not provided for by these Rules, according to the laws and usages at the port of London. New York. In such adjustment disbursements in foreign currencies shall be exchanged into United States money at the rate prevailing on the dates made and allowances for damage to cargo claimed in foreign currency shall be converted at the rate prevailing on the last day of discharge at the port or place of final discharge of such damaged cargo from the ship. Average agreement or bond and such additional security, as may be required by the carrier, must be furnished before delivery of the goods. Such cash deposit as the carrier or his agents may deem sufficient as additional security for the contribution of the goods and for any salvage and special charges thereon, shall, if required, be made by the goods, shippers, consignees or owners of the goods to the carrier before delivery. Such deposit shall, at the option of the carrier, be payable in United States money and be remitted to the adjuster. When so remitted the deposit shall be held in a special account at the place of adjustment in the name of the adjuster pending settlement of the General Average and refunds or credit balances, if any, shall be paid in United States money. Hire not to contribute to general Average.

In the event of accident, danger, damage, or disaster, before or after commencement of the voyage resulting from any cause whatsoever whether due to negligence or not, for which, or for the consequence of which, the carrier is not responsible, by statute, contract, or otherwise, the goods, the shipper and the consignee, jointly and severally, shall contribute with the carrier in general average to the payment of any sacrifices, losses, or expenses of a general average nature that may be made or incurred, and shall pay salvage and special charges incurred in respect of the goods. If a salving ship is owned or operated by the carrier, salvage shall be paid for as fully and in the same manner as if such salving ship or ships belonged to strangers.

Provisions as to General Average in accordance with the above are to be included in all bills of lading issued hereunder.

20. Fuel used by the vessel while off hire, also for cooking, condensing water, or for grates and stoves to be agreed to as to quantity, and the cost of replacing same, to be allowed by Owners.

21. That as the vessel may be from time to time employed in tropical waters during the term of this Charter, Vessel is to be docked at a convenient place, bottom cleaned and painted whenever Charterers and Captain think necessary, at least once in every six months, reckoning from time of last painting, and payment of the hire to be suspended until she is again in proper state for the service. See Dry-Docking Clause No. 93.
______
______
22. Owners shall maintain the gear of the ship as fitted, providing gear (for all derricks) capable of handling lifts up to three tons, also providing ropes, falls, slings and blocks. If vessel is fitted with derricks capable of handling heavier lifts, Owners are to provide necessary gear for same, otherwise equipment and gear for heavier lifts shall be for Charterers' account. Owners also to provide on the vessel lanterns and oil for night work, and vessel to give use of electric light when so fitted, but any additional lights over those on board to be at Charterers' expense. The Charterers to have the use of any gear on board the vessel.

23. Vessel to work night and day, if required by Charterers, and all winches to be at Charterers' disposal during loading and discharging; steamer to provide one winchman per hatch to work winches day and night, as required, Charterers agreeing to pay officers, engineers, winchmen, deck hands and donkeymen for overtime work done in accordance with the working hours and rates stated in the ship's articles. If the rules of the port, or labor unions, prevent crew from driving winches, shore Winchmen to be paid by Charterers. In the event of a disabled winch or winches, or insufficient power to operate winches, Owners to pay for shore engine, or engines, in lieu thereof, if required, and pay any loss of time occasioned thereby.

24. It is also mutually agreed that this Charter is subject to all the terms and provisions of and all the exemptions from liability contained in the Act of Congress of the United States approved on the 13th day of February, 1893, and entitled "An Act relating to Navigation of Vessels; etc.," in respect of all cargo shipped under this charter to or from the United States of America. It is further subject to the following clauses, both of which are to be included in all bills of lading issued hereunder:
U. S. A. Clause Paramount
This bill of lading shall have effect subject to the provisions of the Carriage of Goods by Sea Act of the United States, approved April 16, 1936, which shall be deemed to be incorporated herein, and nothing herein contained shall be deemed a surrender by the carrier of any of its rights or immunities or an increase of any of its responsibilities or liabilities under said Act. If any term of this bill of lading be repugnant to said Act to any extent, such term shall be void to that extent, but no further.
Both to Blame Collision Clause



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If the ship comes into collision with another ship as a result of the negligence of the other ship and any act, neglect or default of the Master, mariner, pilot or the servants of the Carrier in the navigation or in the management of the ship, the owners of the goods carried hereunder will indemnify the Carrier against all loss or liability to the other or noncarrying ship or her owners in so far as such loss or liability represents loss of, or damage to, or any claim whatsoever of the owners of said goods, paid or payable by the other or non carrying ship or her owners to the owners of said goods and set off, recouped or recovered by the other or non carrying ship or her owners as part of their claim against the carrying ship or carrier.

25. The vessel shall not be required to force ice or follow ice breakers or enter any ice-bound port, or any port where lights or light-ships have been or are about to be withdrawn by reason of ice, or where there is risk that in the ordinary course of things the vessel will not be able on account of ice to safely enter the port or to get out after having completed loading or discharging.

26. Nothing herein stated is to be construed as a demise of the vessel to the Time Charterers. The owners to remain responsible for the navigation of the vessel, insurance, crew, and all other matters, same as when trading for their own account.

27. A commission of 21/2 1.25 per cent is payable by the Vessel and Owners to Seanergy Management Corp both on hire earned and paid under this Charter, and also upon any continuation or extension of this Charter.

28. An address commission of 21/2 3.75 per cent payable to Charterers on the hire earned and paid under this Charter.

Additional Clauses from Clause 29 to Clause 112, as attached to be fully incorporated in this CharterParty.










 
THE OWNERS:
CHAMPION MARINE CO.
 
THE CHARTERERS:
CARGILL INTERNATIONAL S.A.
 








   
By cable authority from
   

The original Charter Party in our possession.
 
BROKERS.
 
As ______ For Owners
 










This document is a computer generated NYPE 46 form printed by BIMCO.  Any insertion or deletion to the form must be clearly visible. In event of any modification being made to the pre-printed text of this document which is not clearly visible, the text of the original printed NYPE 1946 document shall apply. BIMCO assumes no responsibility for any loss, damage or expense caused as a result of discrepancies between the original printed NYPE 1946 document and this computer generated document.




ADDITIONAL CLAUSES TO MV “CHAMPIONSHIP” / CARGILL INTERNATIONAL S.A.,
CHARTER PARTY DT., 05TH NOVEMBER, 2018
CLAUSE 29  TIME CHARTER VESSEL’S DESCRIPTION
M/V CHAMPIONSHIP - TIMECHARTER DESCRIPTION (all figures about)
Flag:
LIBERIA
Built:
16 JUNE 2011
Classification:
BUREAU VERITAS (BV)
Description:
BULK CARRIER CSR CPS(WBT) BC-A (maximum cargo density 3.00 t/m3; holds 2,4,6 and 8 may be empty) ESP GRAB(30), Unrestricted navigation, AUT-UMS (CS), MON-SHAFT, INWATER SURVEY
Deadweight:
179237.7 MT
Summer Draft:
18.322 M
IMO NUMBER:
9403516
LOA:
292 Mtrs
Beam (Moulded):
45.00 Mtrs
Depth (Moulded):
24.80 Mtrs
TPC:
122.4
Constants:
350 MTs
GRT:
93196
Net Tons:
59298
Suez:
NET 87180.62 / GT 93878.63
Speed & Consumption:
UP TO AND INCL BF4 AND DSS3 AND NO SWEEL OR ADV CURRENT AS FOLLOWS: 14.0 / 13.0 KTS ON ABT 56 / 49 MT LADEN AND 14.0 / 13.0 KTS ON ABT 44 / 39 MT BALLAST IFO 380 + 3.5 MT IFO + 0.3 MDO AXU NDAS.
IN PORT ABT 6.0 WKG / 3.5 MT IDLE IFO380 PLUS ABT 2MT IFO 380 FOR BOILER WHEN BALLASTING / DEBALLASTING OR DURING HOLDS CLEANING VESSEL BURNS ABT 3.0 MT IFO 380 PLUS.
GRADE OF FUEL IFO 380 ISO 8217 2017 WHERE AVAILABLE / IF NOT ISO 8217 2015
Remark:
For scrubber fitted vessel an increase of about 2% at the SFOC or about 2MTs per day for the main engine and the auxiliaries due to backpressure and scrubber equipment
Main Engine:
1 x MAN B&W 6S70ME-C MCR 18660KW X 91RPM NCR 15861KW x 86.2RPM
Holds/Hatches:
9 HOLDS / 9 HATCHES
HATCH SIZES: